Don't Fear the Reaper
by rissawolf95
Summary: They called her the Reaper. A former assassin, Melanie has a dark past she can't entirely recall. Hydra has no intention of letting potential go to waste. In a world torn apart by chaos, it was her job to bring order. She was good at killing, but she didn't enjoy it. Escaping Hydra would never be easy. Ghosts from her past complicate things. AU. OC/Bucky Barnes aka Winter Soldier
1. Chapter One: A Debt to be Collected

***Disclaimer: This is purely fanfiction. Marvel/Disney owns everything. I only claim rights to my own original characters and ideas- everything else, not mine.**

 **Author's Note: This is an alternate universe fanfiction, following events that take place in the MCU. Including Captain America: The Winter Soldier (possibly Captain America: The First Avenger). I'm making it up as I go along, so bear with me! Just an idea I had after watching the movies again.**

 **Additional characters are Brock Rumlow, Pierce, other OCs and eventual Steve Rogers/Captain America.**

 **Content warning: Violence. Strong language. Don't read if you can't handle the F-bombs. That is all. Enjoy!***

Melanie sat alone at her own little island of solitude; a table, tucked into the corner of the café beside the window. She clutched her cup of dark roast. She had yet to add the cream or sugar; she simply sat there, inhaling the rich aroma and gazing into the black depths. Memories of a regrettable past resurfaced from dark recesses to torment her. Dangling over a deep, abysmal pit seeming to lead down into the bowels of hell itself; suffocating guilt that felt as if she was being buried alive; an unearthly substance that oozed and writhed like concentrated evil before slithering in to corrupt her soul.

Tearing her blue eyes away from the memories in her cup, Melanie looked out the window to drink in the light. She squinted in the rays of the morning sun and watched the people of the small suburban town go about their day. A bitterness stirred in her, as she observed them. They had such simple lives. Simple, secure, safe; things she could never truly have. She sold her soul years ago; it was only a matter of time before the devil came to collect it. Figuratively speaking. Or literally; who really knew these days.

Caught up in her musings, it took her a moment to notice the strange glinting of light up on the roof of a building. The café sat on the corner, in perfect view of a relatively tall building a little farther down the street. Frowning, Melanie leaned forward a bit as she narrowed her eyes, trying to focus her vision on that roof. She saw it; sunlight, reflecting off something metal. No, it couldn't be-

Something shattered. Melanie dove to the floor and ducked underneath her table, covering her head. She felt her head, shoulders and chest, checking for bullet wounds. There was no blood, no pain; no sign she had been shot. When her panic died down enough for the ringing in her ears to subside, she looked up to see a stunned, mortified barista. At her feet were broken coffee mugs; no one had shot at her from the rooftop.

"Oh my, I'm so sorry darlin'," the barista apologized, distressed. "Are you alright?"

Melanie glanced around the café, noting all the people staring at her. Some looked concerned, others amused. Salvaging her dignity, she stood up and gathered her things. Without saying a word, she left the café and the witnesses of her panic attack behind.

The chill air was refreshing; it helped cool her down, after adrenaline heated her up. Out in the open, it felt like her white jacket had a target painted on the back.

Gripped by paranoia, she looked to the building where she saw what she thought was a sniper. There was nothing, not even the glinting of metal in the sun. Whatever she saw, it was gone. Or she had just imagined it. Sleep was a luxury often robbed from her. An entire year had passed since she tucked her sword away, leaving the business of murder to pursue an honest living as the manager of a hair salon. Cutting hair was a lot easier on her conscience than slicing off heads. As rewarding as the life of a hair stylist was, her sleep was often plagued by nightmares. Lately, she had been on edge, unable to shake the feeling she was living on borrowed time- or, the time she stole from the souls she reaped and delivered to death. Perhaps that arrangement had been her only protection. Perhaps death was waiting for the right moment to exact revenge on her for backing out of the deal.

Whether it was her day to die or not, Melanie refused to cower and wait for death. Pushing morbid thoughts into the vault in the dark corner of her mind, she walked the next couple of blocks to work. The whole time, she watched over her shoulders and eyed the rooftops. No one she passed by stood out as a threat, no one stalked her; no one eyed her too close for comfort. Nothing was out of place in the sweet little town; that in itself was unnerving.

Her shift was relatively uneventful. She had a few appointments; regulars who showed up for root touch-ups and fresh cuts. Nothing she couldn't handle on her own, with her boss out sick and her coworker on maternity-leave. Her last appointment for the day was an eighteen year old girl, Ashlyn, who decided to reinvent herself with a bold crimson dye-job. As Melanie rinsed the excess dye from her silky tresses, she stared at the red covering her hands. The gloves she wore protected her skin from being stained, but they were clear and memories assaulted her conscience. All the moments she spent at sinks, washing the blood away; as if cleansing her skin would rid the stain of guilt.

Her dark thoughts were interrupted when someone walked into the salon. The sun was setting and things were quieting down; it was an odd hour for a walk-in. Melanie looked up from the teen girl's blood red hair to greet the unexpected customer, only to see a man standing by the counter. Strange, considering there was a barber shop on the next corner; men didn't usually come into the salon, unless accompanied by a woman.

Regardlessly, Melanie smiled at him. "Hello sir. Here for a trim?" Even while she asked the question, she eyed his well-groomed hair skeptically.

The man was clad entirely in black, including a leather jacket. He appeared to be around forty, give or take a few years, but he was clearly in good shape. Everything about him was dark; his attire, his tanned skin, the neatly-trimmed sleek raven hair pushed back from his forehead, and his very presence. The alarms in Melanie's head were warning her this guy was not an ordinary, older gentleman. When he flashed a stunning white smile, he had a smug glint in his eyes. In a slight gruff voice that possessed a smooth quality, he replied, "Sure, why not."

An odd response. If he hadn't come in planning to get a trim, why did he come in at all? Unless he was being a smart ass. Melanie concealed her suspicions, either way. With an unwavering smile, she gestured to an empty chair. "Have a seat. I just have to finish up with my girl here," she told him, before returning her attention to the bored-looking Ashlyn.

Finished rinsing, Melanie carefully wrapped a towel around the girl's head and led her back to a chair. She went through the motions of towel-drying, combing, and applying leave-in conditioner before turning on the blow-dryer. While she worked, she was hyper aware of the man's eyes watching her every movement. Glancing discreetly from the corner of her eye, she glimpsed his reflection in the mirror he sat in front of. He was casually seated in his chair, looking completely at ease, and minding his own business, but she caught his gaze for a moment. She saw his expression change, becoming calm and indifferent, but she was no fool. She recognized the look of a predator eyeing prey; he was sizing her up, waiting.

Wetting her lips, she pretended to be oblivious and turned to smile at him. "What did you say your name was?" she asked, while drying Ashlyn's hair.

The man perked up, flashing a charming smile. "Brock. Brock Rumlow," he introduced himself.

"New in town, Brock?"

He chuckled softly to himself, before saying simply, "Just passing through."

"Ah." The conversation ended there. Melanie ran a hand through the girl's red hair, feeling only a slight dampness. Her hair was almost dry; soon, she would leave and Melanie would be alone with Rumlow.

Inevitably, Ashlyn's hair was dry enough not to make her catch a cold when she exposed herself to the chilly autumn night. Melanie calmly turned off the blow-dryer, set it down, and fluffed the girl's beautiful crimson hair. "It turned out lovely," she said with a touch of pride.

Ashlyn admired her work in the mirror, beaming. "Thanks. You're the best, Mel," she grinned, before scooping up her purse and heading over to the counter. Melanie followed and took her place behind the register. After accepting her payment and handing back the change, she remained professional.

"You're all set, Ash. Stay safe, alright? It's a crazy world we live in," she said, unable to resist the urge to glance toward Brock Rumlow. He was pretending to read the label on a bottle of hairspray, but she knew he was listening and watching in his peripheral vision.

Oblivious to the tension in the room, unaware she was in the presence of an ex-assassin and the man who had likely been sent to eliminate her, Ashlyn laughed at the warning. "Don't worry about me, Mel. Nothing ever happens in this place...and if it did, we have the Avengers. You know, world's mightiest heroes."

Brock Rumlow muffled a chuckle. Melanie wanted to glare at him, but she made eye-contact with Ashlyn instead. "Yeah, well. I don't see them around. Just be careful."

"Alright, fine, mom," Ashlyn teased, rolling her eyes but throwing in an appreciative smile. "Take your own advice, too. I'm gonna need you to do a touch up next month."

Melanie laughed, while thinking, _Yeah, don't count on it._..

Waving goodbye, Ashlyn pushed her way out of the salon and headed home. Melanie considered running out after her, but she knew that might just get the girl killed. Defenses up, she turned to Brock Rumlow, who was still lounging in the chair without a care in the world.

"So," she began, approaching him in a calm manner while she remained guarded. Standing behind him, scissors in hand, she studied his perfectly maintained hair knowing full well he didn't come in for that. "How do you want it done?"

His dark bronze eyes met hers in the mirror. With a smirk, he reached up to carefully smooth his sleek black hair. "Just clean it up a bit, Mel," he replied, the sarcasm clear in his tone.

Without breaking eye contact, Melanie tightened her grip on the scissors in her hand. "I'll see what I can do," she responded coolly. They stared one another down for a moment, before the tension became volatile. She caught sight of a knife reflecting in the mirror, which he had been concealing inside his jacket. Her breath hitched and she leapt back as Rumlow kicked his foot to spin the chair around. The blade of his knife slashed the air where Melanie had just been standing.

The assassin she had imprisoned for the last year broke free of her cage, possessing her body. The moment Rumlow was on his feet, she pounced. He fell back into the chair with a strangled cry of pain, his fingers wrapping around the fingerholds of the scissors she had plunged into his shoulder. Before he could pull the sharp object free, Melanie grabbed his shoulder and the back of the chair, pinning him to it while she spun him around to face the mirror again. Digging her fingers hard into his shoulder, she forced him to let go of the scissors so she could curl her fingers through the fingerholds.

"Who sent you?" she demanded, pushing the scissors deeper through the layers of his jacket, shirt, and the skin and flesh beneath. "Who are you working for!"

Clenching his teeth, he growled and endured the pain. His fierce bronze eyes glared at her in the mirror, defiant and unwilling to comply. He was strong, but she wasn't fucking around.

With the sharp flick of her wrist, she twisted the scissors, forcing another cry of pain from him. Hissing furiously in his ear, she commanded, "Tell me who you're working for!"

He refused to answer. He tolerated the pain, clearly willing to take whatever he knew to his grave.

"Are you with S.H.I.E.L.D.?" she asked, a little less harshly. The thought made her stomach clench. The last time they sent someone to take her out, he spared her life. It had been close to thirteen months since she had encountered the agent; thirteen months of laying low, abiding by the laws- well, as far as murder goes- and she thought they were no longer out for her blood. If S.H.I.E.L.D. wanted her dead...

A taunting laugh pulled her from her thoughts. Brock Rumlow turned his head to glance over his shoulder. "You want answers? You don't have that privilege. I expected a ruthless killer, not a pretty little blonde hair stylist. Prove you're worthy of that insight, then we'll talk."

His condescension made Melanie narrow her eyes, scowling. Her fingers tightened around the scissors again, and Rumlow braced himself for the torture with a disturbingly smug smirk. Realization struck her; he was provoking her on purpose. He wanted to see how cruel and ruthless she could be. Her gaze fell to the hand covered in his blood. Repulsed by the sight and her own actions, she let go and backed away.

Rumlow stole the opportunity to stand up. Prying the scissors from his shoulder with nothing but a grimace, he pressed his hand over the bleeding wound while he turned to face her. "Not bad, but you've gone soft. Weak. Hydra has no tolerance for the weak," he spoke coldly, menacing.

"Hydra?" she repeated. Where had she heard of that before? It sounded sinister, without a doubt, but she couldn't recall why.

Rumlow offered no further explanation. He lunged for her with his knife. She grabbed his arm to keep the deadly blade away from her throat, but she was forced back against a counter beside one of the chairs. Hair products were knocked over as she hit the counter. Stomping on the bridge of his foot as hard as she could, Melanie caused him to slightly falter enough for her to hop up to sit on the counter. She swung her leg, using the leverage to deliver a sweeping kick to the side of his head.

Knocked off-balance, he staggered aside and Melanie turned to snatch up a can of hairspray. Rumlow recovered swiftly and grabbed her by the shoulder, slamming her back against the mirror. His knife was at her throat, but her knee caught him hard in the ribs. She followed with a right hook to his jaw. The blow was only a distraction. When he caught her wrist and managed to press his blade to her throat, she grinned. His dark brows furrowed in confusion, before he fixed his eyes on the can of hairspray only a couple inches from his face.

"Not so smug now, huh bastard?" she sneered, before unleashing the power of extra-hold-and-body on him. It smelled like a rose garden and held style all day long, but it was the last thing anyone wanted in their eyes. Blinded, he staggered back and let out infuriated and pain stricken shouts. "Tell your friends!" Melanie taunted over her shoulder as she bolted for the door.

Whatever kind of organization Brock Rumlow worked for, they would have to send someone better than that if they wanted Melanie dead. She had no intention waiting around until they did. Heavy hearted, she headed back toward her apartment. Leaving town was the best option for everyone. Her presence put innocent people in danger; no one deserved to be injured or worse, because the devil had come at last to collect her debt.


	2. Chapter Two: The Asset

***Again: I don't own the Avengers, Captain America, or any of the characters but my OCs. Here's another chapter, I hope you enjoy reading as much as I did writing it. :)***

Returning to her apartment after being attacked by Rumlow was the worst possible thing she could do. Stubborn will and sentiment compelled her to go against every instinct she had; there was only one possession she could never leave town without. Her sword. Although she swore to put an end to the killing, parting with the sword was impossible; it was part of her. It was the only material object in the world that meant anything to her. The last connection she had to an old friend.

 _Daniel, if you only knew how many lives taken with that sword..._

Taking refuge at a local gas station not too far from the salon, she hid herself in the bathroom. At the sink, she washed the blood from her hands, feeling sick as she remembered how quickly she reverted to her old ways. She had tortured a man for information. That was messed up; even if that man had been a bastard like Rumlow...

 _Not the time_. She could beat herself up later. She had to focus on escaping in one piece. Her snow white coat was hard to miss. She peeled it off, tossing it into the trash bin. Her powder pink sweater was no less conspicuous, but all she had underneath was a tank top. No way in hell was she going to be walking around in that. Having wasted enough time, she opened the door of the single-stall women's room to take a peek. She swore as she spotted the black vehicle pulling into the lot. The windows were tinted, but she recognized Rumlow as he emerged along with two other men who were basically towers of solid muscle.

 _Fantastic._ Melanie closed the door and pressed her back against it. She had no weapons. Looking around the bathroom, she saw nothing but a can of air-freshener. Well, it worked the first time. Grabbing the can off the shelf over the toilet, she waited for Rumlow and his men; they would be searching every inch of the place.

When the doorknob began to turn, Melanie tucked herself into the corner out of sight. A large man entered, pointing his gun as he crept in. Melanie caught him by surprise when she jumped on his back. The door swung shut, sealing them both inside the room as she drove her elbow down on his neck. The man fell to his knees but grabbed her by the arm, slinging her to the floor. She aimed the air-freshener at his face but he caught her wrist.

"That's not gonna work on me," he sneered, twisting her wrist. She cried out in pain, forced to drop the can of air-freshener. The bastard would pay for spraining her wrist. As he leaned over her with his gun pointed at her face, he was in the perfect position to be kneed in the head. The blow successfully knocked him back, and she was on her feet in a flash. She pried the gun from his grasp and planted a boot over his throat. His large hands clutched her leg, but the gun aimed at his head made him think twice about making any sudden movements while he struggled to breathe.

"Tell me what Hydra is," she commanded him.

The man managed to grin and said nothing.

"I swear I'll put a bullet between your eyes! Talk, fucker!"

"Go ahead," he choked out. "Kill me. There's no escape."

"No escape from what?" she demanded, pushing harder on his throat for a brief second.

When he finished choking and gasping for breath, he said, "The Asset."

"Who the hell is the Asset?"

Instead of answering her question, he sneered, "Hail Hydra."

That was all she was getting from him. Fed up with his strangled laughter, Melanie curled her finger around the trigger. She saw his grin falter as he stared at the gun, waiting for the bullet to end his life. Killing him would be pointless. _Damn bastard._ Melanie lifted her boot from his throat, only to deliver a kick to his head. Out cold, the man went limp on the floor and she relaxed her arms while keeping hold on the gun.

Spotting the device hooked to his ear, she bent down to remove it. It was some high-tech earpiece that was barely visible when attached. She held it up to her own ear, listening.

"Russ. What is your status?" That was Rumlow.

Melanie remained silent, assuming he was speaking to the man she just kicked unconscious.

"Damn it. Respond!"

After a brief silence, he spoke again, to others who were listening in. "Shit. Russ is down. Everyone fall back. The Asset will handle it."

 _The Asset._ Whoever that was, they were bad news. Unnerved, Melanie rose to her feet and cracked the door open again. When she peered out, she saw no sign of Rumlow or any other threats. All she saw was a teenager clutching a skateboard, looking conflicted as he browsed the candy aisle. Tucking the gun into the back of her pants, underneath her sweater, Melanie left the Hydra agent in the bathroom. As she passed the teenager, she snatched the black knit cap from his head.

"Hey, what's your deal?" he cried indignantly, running a hand over his unwashed hair where his hat had been.

"Sorry, I need this more than you do," she called over her shoulder. He looked less than pleased, but didn't pursue her. As she braved the chilly night once more, she pulled the hat over her head and stuffed as much of her blonde waves into it as possible. As far as disguises went, it would have to do.

The streets outside her apartment building were eerily quiet. There were no conspicuous vehicles or suspicious men sniffing around the perimeter. Melanie knew better than to be reassured. Entering through the back door, she remained on guard as she stepped into the elevator. No one had ambushed her _yet_.

Resting her back against the wall, she allowed her eyes to close so she could collect her thoughts. Of course she knew this kind of thing was inevitable, but she dreaded the moment she had to leave her new identity behind. She never attached herself to places, and even more rarely to people. The simple fact she would always be on the run from the demons for her past flooded her chest with sadness and bitter resentment.

Tears stung her eyes. She blinked them away and straightened as the elevator reached her floor. The doors slid open. She stepped forward, eager to grab her sword and disappear. A man had emerged from the stairwell not a second before the elevator reached her floor. The sight of him alarmed her; refusing to step out of the elevator, she watched him warily. He had his back to her, striding aggressively toward her apartment when he paused, hearing the elevator doors open. Half-turning to look over his shoulder, he focused his undivided attention directly at Melanie.

Black goggles and a mask concealed his face, leaving only his forehead visible. Unkempt brown hair draped the sides of his masked face, about shoulder-length. Dressed like some kind of mercenary, tall and muscular, his very presence radiated danger. The sight of him would intimidate anyone, even if they were a deadly assassin. When he turned to face Melanie completely, she noticed his left arm. From shoulder to fingertips, it was cybernetic, made out of some kind of metal.

Realization struck her. _The Asset._ Earlier that day, when she thought she saw a sniper on the roof, it had been him. His cybernetic arm had reflected the sunlight as he watched her from a distance.

Without warning, he sprinted toward her. Panic jolted her into action and she drew the gun from behind her back. She promised herself she wouldn't kill again, but that was unrealistic. Making an exception in this case, she fired. Throwing up his cybernetic arm as a shield, he deflected every bullet while running at full speed. The bullets didn't even leave a mark. Having emptied the clip, Melanie wouldn't have had time to reload even if she had another magazine. The Asset reached the elevator. His metal arm shot out, stopping the doors from closing at the same time he snatched hold of the gun. His other hand seized her by the throat and he stepped into the elevator, pushing her back until she was pinned against the wall.

The doors slid shut and the elevator started to descend. Punching the control panel with his bionic fist, the Asset destroyed it. Malfunctioning, the elevator halted on its emergency brakes, effectively trapping them both inside. Melanie pried at the fingers around her throat. His hand was flesh and bone, but his grip was steel. She could still breathe, with difficulty. She kicked at him, but his shin guards detracted from the effectiveness of the blows. While she struggled, he grabbed the hat she stole from the teenage boy at the gas station. He snatched it off, watching the blonde hair fall around her shoulders. Tossing the hat away, he reached up again to grab hold of her hair.

He ripped the wig right off her head, revealing the silky black hair hidden underneath. Glaring at him, Melanie felt the urge to get even. Letting go of his hand, she snatched the goggles from his face. He jerked away before she could get ahold of the mask. His hair fell over his eyes and he seemed reluctant as he turned his face back to level a glare at her. His blue eyes made her think of the ocean during a storm. They were furious, tormented, with mysterious depths. Captivated, she almost forgot he was sent to kill or capture her.

Breaking his silence, he spoke in Russian. " _Priyti spokoyno_." While Melanie wasn't fluent in Russian, she understood what he said. _Come quietly._

 _Like hell_. Refusing to go anywhere with him, she swiped the knife from his tactical belt and stabbed him in the side. If he felt pain, he had a high threshold and only gasped in shock. He let go of her throat to grab her hand, preventing her from driving the knife deeper. When he fell back a step, she had enough room to plant her boot on his abdomen. Forcing him away, she held tight to the knife. He staggered back into the corner of the elevator, clutching the bleeding wound on his side. The rage in his eyes had Melanie prying at the doors, trying to force them open. Her muscles strained from the effort.

"Come on!" she growled, digging deeper for the strength she had suppressed for so long. The doors were grinding on their gears as they gave way, opening enough for her to squeeze through if she really tried. Before she could, the Asset grabbed her from behind.

A furious cry tore from her lips as she planted her feet on the doors and shoved, sending them both flying against the back wall. When the Asset struck the wall, the metal caved around his solid shoulders. He managed to land sturdy on his feet, keeping firm hold of her. Determined to fight him off, she drove her elbow back and connected with his face once, twice, three times until he released. Falling forward, she looked back and swung her leg, sweeping his out from under him. He hit the floor and she leapt to her feet, intent on slipping through the gap in the elevator doors. His cybernetic arm caught her foot and he yanked her back, causing her to fall on her stomach.

Nearly impaling herself on the knife, she caught herself on her elbows. She kicked with her free leg, catching him in the jaw. He didn't let go, but his mask flew off and the rest of his face was visible. Melanie paused, studying his face as he rubbed his sore jaw. He was handsome, she would give him that. Something about being able to see his face, to look him in the eyes, compelled her to reason with him.

"Why are you doing this?" she asked him before she could stop herself.

His brow furrowed as he considered her question, looking almost confused. Whatever troubled him, he hid it away again, hardening his expression. "I was ordered to retrieve you."

"Fuck your orders! Let me go free. Please." The last word slipped out and she realized she had never begged anyone for mercy, not since she became an assassin, and certainly never had to for an entire year until now. A conflicted look briefly passed through his eyes; it was nothing but a shadow in the depths, disappearing as quickly as it surfaced.

"There is no freedom. Only order," he said tonelessly, as if reading the lines of a script he was forced to learn. As he spoke, he reached into his pocket to pull out a syringe containing a clear liquid; likely a sedative. With his grip on her ankle, he pulled her closer and grabbed her shoulders to keep her down. He caught her wrist before she could cut him with the knife again. Mercilessly, she kneed him in the side where she had stabbed him before. He grunted in pain, clenching his teeth while refusing to relent. He transferred the syringe to his mouth, holding it between his teeth to free both hands. Swiftly, he shifted his position to straddle her hips and had both of her arms pinned to the floor.

"Fuck you!" she hissed venomously, struggling to break his hold and throw him off. He was even heavier than he looked and possessed the strength of men twice his size. He ignored her verbal abuse, bringing her wrists together to hold them in his cybernetic hand while reaching the other to retrieve the syringe from his mouth. He used his teeth to pull the cap from the needle, spitting it away.

Melanie thrashed and glowered up at him with contempt. She loathed feeling like a helpless victim. She despised him, and the sting of the needle as it pierced her neck. She dreaded the wave of disorientation that overcame her, while the sedative forced its way through her bloodstream. Her body felt heavier, sinking into the floor, unable to move a muscle. She was vaguely aware of the sound of the elevator doors screeching; the Asset pried them apart with ease. Then his arms were underneath her, lifting her from the floor to carry her limp body bridal style. Cold air nipped at her cheeks and she realized they were outside; she couldn't remember being carried down the stairwell and out the door, she probably blacked out.

Fighting the sedative, she clung to consciousness. Her vision focused enough for her to make out a black van parked in a back street, where three men stood waiting. One had slicked back hair and an expression carved from stone; he immediately turned and climbed behind the wheel, starting the engine. The other was Russ, who was scowling and self-consciously rubbing at the bruise on his forehead where she kicked him. And of course, there was Rumlow, arms folded as he smirked at the sight of Melanie in the arms of the Asset.

Touching his earpiece, he spoke to whoever was listening on the other end. "The Asset has subdued the girl. Bringing her in now. Be there in an hour."

Opening the door to the back of the van, Rumlow stepped aside and the Asset passed him without saying a word. Tucking himself into the corner farthest from the doors, he held Melanie on his lap and remained silent as the other two men climbed in. Before they even closed the doors, the van took off and began to transport them to whatever undisclosed location she would be held at. Rumlow and Russ seated themselves across one another, leaving plenty of space between themselves and the Asset; they were intimidated by him, or they simply respected him enough to keep their distance, or maybe both of those things came into play. They made no attempt to converse with him. There was no real need to guess why.

The tension never left his shoulders; the Asset sat rigid and on guard, ready to respond to any threat with deadly force. His blue eyes were trained forward with a strange, detached look. He hadn't replaced his mask or goggles, allowing Melanie to study his face with groggy eyes. In her drugged state, she couldn't help admiring how handsome he was. She noticed the dark circles of fatigue under his eyes. He looked as tired as she felt. With her cheek rested on the armored vest over his chest, she found herself listening for his heartbeat. Coherent thought was difficult and everything felt so surreal, like one vivid nightmare. Perhaps she would wake up, and things would be as normal as they had been before Rumlow walked into the salon.

 _Rumlow_. She turned her eyes on him and saw him casting a sidelong glance with a smirk on his face. She would have asked what the hell was so funny, if she could articulate anything.

"Sir," Russ said, alerting his superior.

Rumlow looked at him. "Agent?" he asked, though he seemed more amused than concerned.

"I just caught word. One of our ships has been taken over by pirates."

He raised a brow, looking skeptical. "Is that so?" Touching his own earpiece, he spoke to someone else. "Pierce, sir, is it true?" He paused to listen and nodded. "Yes, sir," he replied to some question, and then he chuckled at something else. "Of course, sir. As soon as I hand over the girl, I'll get the team ready."

Whatever that was about, Melanie was more concerned by her own involvement. She wanted no part of any of this.

"Let me...go...bastards," she managed to say, rather weakly, unable to move to hurt them for drugging her and taking her captive.

Rumlow leaned back against the wall of the van with his arms folded, clearly not in any mood to negotiate or simply bend to her whims. His eyes were an irritated red, but he wasn't blind; he had flushed them out in time after she sprayed him to avoid any permanent damage, lucky for him. Despite this, he smiled. The kind of smile meant to put her at ease when she really shouldn't be. "Don't worry. You're safe. Just relax, we'll be there soon."

She wanted to tell him to go fuck himself, but she felt herself slipping from consciousness. Pent up aggression and frustration collected as tears, leaking from the corners of her eyes. Perhaps she imagined the hand gently smoothing the hair back from her forehead, before she slipped into the black depths of oblivion.


	3. Author's Note: Revising

**Alright. So, this story is being revised. I have a lot written that I haven't posted, for good reason. Everything is convoluted in my mind. I thought I knew where I was going with all this, but wow, it all got so complicated I can't even... I will update once I figure all of this out. Thanks to everyone who has viewed my story, and those who favorite it :)**

 **Keep an eye out for more updates. I promise I will sort this out.**


	4. Chapter Three: Morally Questionable

***Here's the next chapter! Finally worked it out in my head. I plan on sticking with this fanfic. Keep in mind it's alternate universe. How the events of Captain America: The Winter Soldier (and Captain America: The First Avenger) would have happened, if Melanie existed. I won't mess with things too much, don't worry. Just enough for Melanie to be a part of the action. More Buckanie to follow. There will be romance, eventually!**

 **Again, I don't own any Marvel characters. Only my OCs.***

"Let me out, bastards!"

Her furious shout went unacknowledged. With one last kick at the locked door, Melanie slumped back down on the simple cot provided for her. There were no windows to judge the time of day, but she knew several hours had passed since the sedative wore off and she woke up in this glorified prison cell. Four solid walls- all likely reinforced by steel or concrete-ensured no one could visit or escape without unlocking the door. The place was sealed tight. Wherever she was, they had quite the setup for prisoners. With nothing else to do, Melanie had no choice but to wait for someone to come.

Hydra. What the hell did they want from her? She loathed the answer. Of course, she knew. There was only one reason to capture an ex-assassin alive; they wanted her to kill for them. No fucking way.

The sound of electric locks releasing jolted Melanie upright on the cot. Immediately, she was on her feet with her back to the wall as she faced the door. Her eyes darted over the room, searching for something she could use as a weapon; it was pointless, since she had already studied the room floor to ceiling. Hydra wouldn't provide prisoners with weapons, anyway. Armed only with her bare hands, Melanie prepared for whatever Hydra had in store.

Expression rigid as stone, Brock Rumlow strode a few steps into the room while maintaining a few feet between them. Several armed men stood in the hall behind him, weapons not yet drawn but none of them were at ease. Russ was among them, with a butterfly stitch on his forehead where she had kicked him; there was one ugly bruise, too. The bruise to his ego was obvious, by the way he sulked.

"Suit up," Rumlow finally ordered, tossing her the black bag he had been holding.

Out of reflex, Melanie caught it. Unzipping the bag, she peered inside to see a similar uniform to Rumlow and his musclebound goons. There were noticeable differences; the armored vest resembled a modernized samurai chest piece, along with the bracers and shin guards. The durable fabric was dyed pitch black, as if to reflect the darkness within whoever wore it.

"Not a chance," she replied spitefully, tossing the bag back at Rumlow. "I'm not one of you."

He snatched hold of the bag before it hit his face. The men behind him had all drawn their weapons. Glancing over his shoulder, Brock held up his hand and signaled for them to relax. Turning his face back to Melanie, he cracked a smirk. "Acting tough won't do you good, now," he said, taking a step toward her. "If you want to keep your head straight, then follow orders."

The way he said that sent a chill down her spine. Narrowing her eyes, Melanie asked, "What do you mean, 'keep my head straight'?"

"Trust me. You don't wanna find out," he warned, tapping a finger to his temple. Then he tossed the bag at her feet and abruptly turned for the door. Speaking over his shoulder, he said, "Now suit up. Five minutes."

He strode past the men outside, and Ross shot her a glare before pulling the door closed. She heard the locks slide back into place, sealing her inside once again until Rumlow returned. His ominous warning loomed over her head. Whatever he meant, she would prefer not to find out until she knew exactly what she was dealing with. For the moment, she decided to play along.

Quickly undressing, she abandoned her former identity to don the guise provided. The suit was relatively form-fitting, but the fabric was breathable and allowed her to move with ease; ideal for combat. She fastened on the armor and the sheath for her missing sword, which was secured to her hip by a slim belt. There was a thigh holster for a gun she wasn't armed with. Observing herself in the small mirror over the sink in the corner of her cell, she saw the uncanny resemblance the uniform had to the one she wore as an assassin. All that was missing was a hood, and the mask that once covered her face much like the Asset had.

Thirteen months of hiding. Thirteen months of trying to exist peacefully among the public. All that time, she had been kidding herself. She could never escape her past.

The door opened once more. Composing herself, Melanie turned to face Brock Rumlow as he stood near the doorway waiting. "Time's up. Let's move," he spoke bluntly. "You're wanted upstairs."

Walking up to him, Melanie braved his hard stare with a spiteful glare of her own. "Lead the way, _sir_ ," she responded with mock formality, letting him know that she was playing along but had no intention of joining Hydra. He only smirked before turning on his heel, leading the way into the hall. Close behind, Melanie glanced at the other men as she passed them. She caught sight of the patches on all of their sleeves; they read 'STRIKE', over a symbol she recognized as S.H.I.E.L.D. As the men fell in line behind her, giving her no choice but to follow Rumlow, her sense of dread intensified.

If Rumlow was working for Hydra then S.H.I.E.L.D. was either affiliated with them, or corrupted by them. Whatever she was dragged into, she had a bad feeling it would end with bloodshed. Something sinister was happening; she had no desire to be involved.

At the end of the hall was an elevator. Rumlow stepped inside and folded his arms, waiting expectantly for her to follow. Meeting his eyes, she stepped inside and stood beside him; close enough to prove she wasn't intimidated by him, but far enough to establish she wasn't another one of his subordinates. He smirked to himself, waiting for the others to pile in before pressing a button. Though she wasn't claustrophobic, being surrounded by enemies in a confined space unnerved Melanie to say the least. She distracted herself by observing the elevator panel. There had to be over fifty floors. The building was enormous and she suspected it was S.H.I.E.L.D. headquarters.

The ride up was a tense, silent one. At last, the elevator reached the designated floor and the doors slid open. Rumlow stepped out and began to head down the hall. Before she took a step forward, a large hand seized her shoulder and gave her a hard shove. Someone without her agility and natural sense of balance would have fallen on their face, but she caught herself after staggering a step. Russ had already strode up behind her to grab her again. With a burning glare, she sharply drove her elbow into his gut. The force of the blow had him doubled over, while she lithely slipped out of reach and caught up to Rumlow.

The man glanced over his shoulder, catching the eyes of Russ who had recovered and took furious steps after Melanie. A glare from Rumlow instantly discouraged his retaliation and he fell in line with the others. Then Rumlow exchange a look with Melanie, an amused smirk on his face. She couldn't help smirking back. They continued to walk down the hall. Suddenly, a lanky man with curly auburn hair appeared from a connecting hall. Oblivious, he collided straight into the solid wall of muscle that was Brock Rumlow. A rather pitiful cry escaped the man as he fell to the floor. The paperwork he had in his arms flew about. It would've been comical; if Melanie wasn't worried he was going to be murdered.

On the floor, he looked wide-eyed and the color drained from his face when he realized who he ran into. "I-I'm sorry, sir. That was my fault, sorry," he stammered as he scrambled to pick up his papers. He reached for one that had ended up underneath Melanie's boot. He glanced up at her, looking confused. "Excuse me, uh- ma'am?" The way he said it, she guessed there were no women on the S.T.R.I.K.E. team he knew of. She suspected it wasn't his business to know, anyway.

"Watch yourself," Rumlow told him, looking irritated and unimpressed by his obvious shaking. The poor guy could barely hold onto his papers, by the way his hands were trembling.

Melanie couldn't stand watching him grovel. Grabbing hold of his shirt sleeve, she tugged him to his feet. "Get up, will you?" she said, before bending down to pick up the last paper. She then snatched the papers from his hand, secured them to his clipboard, and handed it back to him. "There."

His wide green eyes met hers, dumbfounded. "Uh...th-thanks."

"You're still here? You have work to do. Get moving," Rumlow barked at him.

The man winced, making it painfully obvious he was intimidated by the leader of S.T.R.I.K.E. "R-right. Of course, sir. Sorry, sir," he said obediently, ducking his head as he literally pressed himself to the wall to get past the other large men. Russ grinned wickedly, the others simply ignored the little man, and Rumlow was shaking his head. His dark bronze eyes zeroed in on Melanie.

"That was sweet," he taunted.

"Shut up. Just take me to whoever I have to thank for being kidnapped," she spat back. Speaking to him that way, after seeing how the other poor man cowered, made her feel somewhat empowered.

Rumlow eyed her for a moment, as if debating whether or not to retaliate. In the end, he decided they had all wasted enough time. Without saying a word, he turned and resumed his task of escorting her through the building. Melanie followed silently, dreading every step closer to wherever she was being lead. How on earth would she escape this place? There was no telling how many people worked for S.H.I.E.L.D. or how many secretly did the bidding of Hydra. Was there a single person she could trust not to betray her, if she asked for their help? No. She was on her own, like always.

Reaching a desk, Rumlow spoke to the woman sitting behind it. "We're expected," he said, without offering further explanation as he strode for the door. The woman didn't dare protest; instead she watched them pass with curiosity and a hint of fear. When she caught eyes with Melanie, she dropped her gaze instantly, pretending to occupy herself with paperwork. Did she know something, or was it her job to look the way and not ask questions? Probably the latter.

The other men, including Russ, remained outside while Rumlow led Melanie into the office. The room looked more like a hotel suite than an office. Of course, the head honchos for organizations and such always had luxury. The outer wall of the building was entirely glass- albeit reinforced, bullet-proof glass- allowing a spectacular view over the city. A man stood with his back to them, facing the rising sun. Rumlow closed the door and folded his arms, planting himself between Melanie and the only exit. He watched her like a hawk.

With no other choice, Melanie moved further into the room and stopped a few feet away from the man who had yet to turn toward her. Clad in a blue suit, he had his hands tucked leisurely into his pants pockets. An older man, he had the presence of someone with power and an arrogance Melanie easily detected. She had a skill for reading people. Something about his presence seemed familiar...

"Alexander Pierce," he finally spoke, introducing himself graciously as he turned around. "Secretary of S.H.I.E.L.D. Head of Hydra. Of course, you know me as the Contractor."

The moment she looked into his piercing blue eyes, memories flooded back to her. All the people she killed, all the blood that stained her hands, all the restless nights plagued by guilt; he had ordered every death. For several years, she followed his orders and dispatched any target he named. Until she encountered the agent from S.H.I.E.L.D. and her perspective shifted. For thirteen months, she dreaded the day her luck would run out and the devil would come to reclaim her. This man was the devil.

"How did you find me?" was what she asked, of all the questions prodding her mind.

The Contractor- or, Pierce- smiled a bit, a cold smile. "I never lost track of you," he replied with a shrug.

"So you're the one I have to thank," she said bitterly, rubbing the sore spot on her neck where she had been stuck with the sedative.

Catching her meaning, Pierce sighed. "My apologies. I had meant to handle things more, well, civilly. Something came up; there was no time to pay you a visit, personally. An inconvenience, really. I assume you hate surprises almost as much as I do."

With a pointed glare at Rumlow, Melanie replied sarcastically, "Yeah. It's been a real surprise party."

"Well, how about we get right down to business. Please, have a seat," Pierce said, gesturing toward the sitting area. Playing along, Melanie seated herself on the sofa while Pierce leaned against the arm of the chair across from her. Looking her over, Pierce began, "I assume you know what this is all about."

Melanie had no patience to reel in her snark. "If you think you can just snap your fingers and make me kill for you, then you should deflate your ego a bit."

The look in his eyes could freeze over hell itself. A smirk tugged the corner of his lips as he nodded to himself, as if to say, _alright let's try a different tactic._ Standing up straight, he moved to walk around behind her. She watched him from the corner of her eye, shoulders tense, but he made no move on her. He simply strolled over to his desk, retrieved a file, and casually made his way back.

Standing beside the chair again, Pierce opened the file and studied it. "Oh, I know you will work for me, Melanie," he stated matter of factly.

Narrowing her eyes, she folded her arms defiantly. "Oh, really? And why the hell would I do that?"

Closing the file, he leveled his eyes at her and smiled. "Because it's who you really are."

He dropped the file onto the coffee table and moved away, strolling over to the window with his hands in his pockets. Melanie eyed him suspiciously before returning her attention to the file, stamped with the S.H.I.E.L.D. symbol and the words, "CONFIDENTIAL INTELL." on the front. Unable to resist, she grabbed it and set it open on her lap. There were several documents inside, some clearly decades old; detailing a life she had no recollection of.

Brows furrowed, she studied what was apparently her birth certificate. It told her she was Melanie Dampier, born in Germany on December 13, 1923. There was another document from an orphanage, explaining she had become an orphan after her parents died a few years later. She had disappeared from the orphanage when she was thirteen, according to staff. Frowning, Melanie shook her head. How could any of this be possible?

Behind those documents, she found another old paper. It was some kind of file from World War II, labeling her as a dangerous and prime target, as an asset to Hydra. There was another file accompanying it, stapled to the back. An early S.H.I.E.L.D. document explaining more in depth. Barely older than twenty years old, she had confirmed kills over fifty, all of which were specific targets; she was an assassin, eliminating prime targets of Hydra during the war. The more Melanie read, the more confused she became. There was no possible way these files could be about her. How had she lived over seventy years without aging a day over twenty? That was how old she looked, anyway. She remembered nothing the documents revealed about her alleged past, involving Hydra. She had no recollection of the war at all. No memories of growing up in some orphanage in Germany. In fact, she hardly remembered being a child at all. Everything she knew about herself was vague and based upon what the Contractor, Alexander Pierce, told her when she had worked for him. Which meant she had actually been working for Hydra all along...

Tossing the file back down, she rose to her feet. Rumlow shot her a stern look from where he stood across the room, warning her not to make any wrong moves. She scowled at him, before rounding the chair to face Pierce. The older man was looking out the window again, where he had stood the entire time she read the files.

"You don't remember any of it, do you?" he inquired, sounding almost sorry for her. "Shame. What I wouldn't give to have witnessed what you have. I would settle for second hand stories, but your amnesia was worse than I anticipated. I'm sure you're angry with me, for keeping you in the dark. You should know I admire your wit, especially your abilities. You are a remarkable young woman- or should I say, youthful? You're older than me," he corrected himself with an amused chuckle.

"So, what? I'm supposed to suddenly feel obligated to follow your orders again?" Melanie challenged.

"No, nothing is ever that simple. I've learned to adapt; a useful skill, in a world like this. Take a look," he said, glancing out at the city again and urging her to do the same. "Chaos, masquerading under the veil of freedom. Not a day passes without lives being overturned, shattered, destroyed because of it. Imagine if we could put a stop to all of that. Project Insight aims to accomplish what the Tessarect failed to do in Schmidt's hands. With the flick of a switch, we could bring peace and order to a world that otherwise would destroy itself."

"What does that have to do with me?" she asked, unimpressed. If he thought that speech of his would have her tripping over herself to join his cause, his ego had certainly swollen to grotesque proportions. It was his arrogance that allowed her to slip away thirteen months ago; he underestimated her, forgot she had independent thought. After tasting that freedom, she wasn't about to fall in line and obey his every command.

Pierce masked his irritation with a smile, but he was displeased his speech hadn't convinced her. Ever the composed Secretary, he turned from the window to face her directly. "There is someone who poses a threat to the success of Project Insight. Need I paint a picture?"

Laughing dryly, Melanie said, "You're joking." Of course, she knew he was dead serious; the icy stare he gave confirmed that. "Why don't you have your Asset take care of it? Or that asshole over there," she added, throwing a pointed glare at Rumlow. The man returned her gaze but remained expressionless under the scrutiny of Secretary Pierce.

"Capable as both may be," Pierce amended, "You have proven yourself. Why waste potential?"

"What if I don't 'adapt'," she asked, throwing his words back at him.

His smile tightened and his eyes narrowed ever so slightly, while he remained cool and composed. "You're smarter than that," he said curtly; it was more of a threat than an observation. "Hydra needs strong fighters. The opportunity is yours, if you have the courage to seize it."

Thirteen months ago, his proposition would have been tempting. Whenever he named a target, she had killed indiscriminately without even asking why; she had served Hydra, without knowing it. Pierce had taken advantage of her memory loss, manipulated her, deceived her—and he was about to do so again.

Bitter resentment collected in her mouth. With a spiteful glare, she spat right in his face. That wasn't the answer he was expecting. His lip curled in revulsion as he wiped the spit from his cheek, studying the evidence there as if he couldn't believe she had the nerve. Chuckling coldly, he shook his head. Without warning, his hand shot out like a striking cobra. His palm connected with her cheek forcefully enough to knock her off balance, but she didn't fall. The hot stinging of her cheek rivalled the burning in her murderous eyes.

Launching into action, Rumlow tackled her to the floor before she could retaliate with a punch to the old man's jaw. His knee pressed into her back, focusing his weight to keep her pinned while securing handcuffs to her wrists. She growled, cheek pressed to the floor, glaring at him from the corner of her eye. Hauling her up, he kept a firm hold on her arm and pressed his gun to the side of her head. Whatever respect he had for her, he was still loyal to Pierce and would put a bullet in her head on command.

"You're so much like Daniel," Pierce told her, his tone somewhere between admiration and disgust. "Such a waste of intelligence."

The mention of the name stunned Melanie into silence. She never spoke of Daniel to anyone. The fragmented, vague memories of the man she knew by that name; they were private, or at least she thought so. What did Pierce know of Daniel? She would have asked, but her mouth dried up and she couldn't speak.

"Sir?" Rumlow prompted, waiting for orders.

His calculating eyes devoid of warmth, Pierce ordered, "Take her back to her cell. Have her scheduled for a wiping."


	5. Chapter Four: Unlikely Savior

***Another chapter done. Things are getting interesting! If I do say so myself. Also, enter Captain America, via ceiling. His appearance is sudden and brief in this chapter but there will be more of him (and yes, there WILL be more Bucky. I promise). Enjoy!**

 **Disclaimer: Obviously I don't own Marvel, or any of their characters. I only own my OCs and ideas. This is AU but as I said before, it mostly follows the movie universe. Please don't sue me, Marvel! (But if senpai notices me enough to sue then I would feel special, and very, very broke. Lol).***

 _Have her scheduled for a wiping._ Those words haunted her as Rumlow half-pushed, half-dragged her from the office. There was a disorienting ringing in her ears that escalated to a mind numbing ache. She lost awareness of her surroundings. A phantom pain forced a cry from Melanie as she collapsed to her knees; it felt like her brain was being fried, as repressed memories broke through the blockade.

 _"_ _Wipe her again." The voice unmistakably belonged to Alexander Pierce._

 _"_ _But sir," a nervous scientist protested. "The avalanche, her amnesia…there's already brain damage—"_

 _"_ _Did I stutter?"_

 _"…_ _No, sir."_

 _"_ _Then do it."_

Melanie struggled against the metal restraining her wrists, instinctively wanting to clutch her head as shock-waves of pain continued. The fragment of memory was implacable; she couldn't recall when or where, only what she heard. It was something she wasn't supposed to retain. That scientist sounded familiar. Recognition struck her like a punch to the skull. The man who had spoken against Pierce—she had been ordered to kill him, shortly before she quit being an assassin.

 _"_ _No, please," the nervous scientist pleaded, looking somewhat betrayed as he found himself on the floor with her boot planted on his chest. "I said I would help you, remember? Remember!"_

 _The desperate plea for mercy failed to break her assassin composure. Of course he was lying; he never told her those things. Every target would attempt to prolong their lives. It was pointless to listen to a word; it only wasted time and gave them false hope. Pulling her gun, she decided to make his death quick. A bullet between his eyes silenced him for good. Only as his blood pooled on the floor did she realize what she had done…_

Jolted back to the present, Melanie stared at the floor through blurred vision. When she blinked, she felt tears running down her cheeks. The firm grip on her arms reminded her where she was; trapped in another cursed elevator, with Rumlow.

"Ready to stand up?" he asked, not bothering to comment on her breakdown. When she planted her feet, he hauled her back up and said nothing as she sniffled, reigning in the onslaught of emotions.

For years, she had believed everything Pierce told her as the Contractor. The avalanche that was responsible for her amnesia took away her identity, and he gave her a different one. For a long time, she felt indebted to him and that compelled her to cut down anyone he deemed expendable. Even after she left the life of an assassin behind, she never suspected the Contractor had deceived her. Finding out she had been alive during the Second World War destroyed whatever understanding she had of herself. Everything Pierce told her was lies, or half-truths. He had tampered with her memories. How many times was her mind wiped clean? How many times did she wake up confused and ignorant, only to be fed lies?

"How do you sleep at night?" the question slipped out before she cared to bite her tongue. Melanie couldn't help feeling angry with Rumlow for taking part in it. He was following orders, but he had his own mind. He had a choice.

He scoffed, meeting her eyes as she shot him a backward glance. "So we're gonna pretend you're innocent?"

"I'm _not_ innocent," she shot back sharply. The truth of her confession weighed her heart with shame. Before her self-loathing could make her seem weak, she lifted her chin and straightened her shoulders. "Look. You assholes can torture me. Wipe my memory. Feed me lies. I won't fight for Hydra…not again."

Surprisingly, Rumlow didn't mock her. He was silent for a moment, looking away, as if he felt somewhat bothered. "Too bad you won't have a choice," he pointed out. There was no malice in his tone, but she knew better than to mistake his sympathy for friendship. He would snap her neck without hesitation, if Pierce ordered it.

Melanie had no reply. He was right, after all; she would have no reason to disobey, once her free will was compromised.

"Just so you know; if it were up to me, I wouldn't have you wiped. It's not right."

Hearing that from Rumlow was hilariously ironic. Rolling her eyes, she replied sardonically, "My hero."

He chuckled at that and she cracked a smile despite her dire situation. It immediately vanished when the elevator halted and the doors opened, prompting Rumlow to give her a nudge forward. Resisting would be pointless; she knew she had no chance and in all honesty, she felt defeated. Allowing herself to be guided down the hallway, she began to mentally prepare herself for the inevitable. When she was back inside her cell, she waited for Rumlow to unlock her handcuffs. Mentally exhausted, she was eager to simply throw herself onto the cot; hopefully, she could spend the rest of her solitary confinement asleep.

Before Rumlow could get the key in the lock, a voice began to relay information to him through his earpiece. The words were indecipherable to Melanie even as she listened carefully. "Copy," he responded. "Just let the Asset finish the job."

The Asset. She had avoided thinking about him since she woke up earlier, for the simple reason he made her skin crawl. How he had recited, _"There is no freedom. Only order."_ How in that moment, his soul had vanished, as if it had been robbed from him. It was that same apathetic look she used to observe in the mirror, before her conscience resurfaced. Thinking about him reminded her too much of her past self. But the mention of him had her interested in where he had gone. Evidently, he was off to go take care of some unnamed target. Melanie couldn't help wondering who the unlucky bastard would be. "What's the hot gossip," she asked Rumlow cheekily.

"Someone got nosy. It's being handled," he answered bluntly, offering no details. "You worry about yourself, Mel. You're in over your head."

Admitting defeat was never her style. "I can swim," she said indignantly.

"Not in handcuffs, you can't."

Melanie didn't like the way he said that. She caught a glimpse of his devilish smirk before he shoved her further into the cell and grabbed the door. She spun around, failing to reach the door before he pulled it shut. Sealed inside, she angrily kicked the door, shouting, "Bastard!"

For a moment, she hoped he was playing a joke, but minutes ticked by and she gave up. _That son of a bitch._ Without anything else to do, she sank down onto the cot. Uncomfortable with her arms behind her back, she slipped handcuffed wrists under her legs and pulled them up, so they were in front instead. Lying on her side, she buried her face into the pillow. It actually smelled fresh and clean, reminding her of a crisp spring morning. She wanted to scream into it, but remained silent instead, letting tears soak into the fabric. All she could do was wallow in despair and self-pity. Never had she felt so pathetic and hopeless; she disgusted herself. What else could she do? Imprisoned and unarmed, without a way to contact any allies if she had any in the first place, she was royally fucked.

 _Daniel…_ The vague concept she had of the man left a hollow feeling in her chest. Whoever he had been, he was gone, taking all hope of uncovering her past with him. Perhaps he was a close friend of hers around the time of the Second World War. Melanie had no recollection of how they were separated, how they met, or any moments in between. The only tangible memory was the feeling of comfort and compelling spirit, when in his presence. Something about him threatened the influence Hydra had over her mind.

 _"You're so much like Daniel."_

For whatever reason, Pierce had attempted to eradicate her memories of Daniel. He succeeded for the most part, but the ghost of the man was more resilient than the cunning head of Hydra anticipated. Melanie smiled sadly, finding a little pride in that. She clung to the last remnant of Daniel, refusing to let him go willingly. Perhaps the next brainwashing will obliterate her conscience altogether. Until then, she would resist and fight for the last remnant of her humanity.

Roused from her troubled sleep, Melanie heard the sound of the door releasing its electronic locks. She sat upright, prepared to hurl profanities and snide comments at Brock Rumlow, who must have returned to personally escort her to her mind-wiping. Of all the rotten bastards she never wanted to see again, he was third on the list—right below Alexander Pierce, and The Asset. She hated to admit she was actually disappointed. Leering at her from doorway with a malicious grin on his face, Russ looked too pleased for her liking.

"Time for your attitude adjustment therapy," he sneered. As he stalked toward her menacingly, she knew he wasn't just talking about her scheduled brainwashing. "Rumlow ain't here to protect you this time."

Handcuffed, without any weapons, she was clearly at a disadvantage. Still, helpless damsel in distress was never a proper description of Melanie. "Sore loser," she taunted him with a grin of her own.

Russ cracked his knuckles, trying to act like a badass. "Oh, someone's gonna be sore, alright."

"Yeah. I'm going to kick your ass, again."

He laughed harshly, clearly underestimating her since he had the upper-hand. Without any further hesitation, he hurled a colossal fist toward her face. Effortlessly dodging the blow by dropping onto her back on the cot, Melanie quickly reached her cuffed hands to grab the metal frame of the bed. The stability allowed her to swing her leg high, catching the side of his head hard enough to knock him over. Russ fell awkwardly onto the cot. Before he could push himself up, Melanie wrapped her legs around his thick, muscular neck. Still gripping the bedframe, she clenched her teeth as she used her abdominal and leg strength to choke Russ.

Struggling to breathe, he clutched her leg in a vice grip, trying to pry it from his neck. When that failed, he began to pound on her outer-thigh with his fist. The powerful blows bruised her flesh, painful enough to conjure a whimper of pain from Melanie. But she endured the punches, determined to crush his ego along with his windpipe.

"Fucking pass out already!" she growled at him as her muscles burned.

Red faced as he was deprived of oxygen, the tough bastard still wouldn't give up. He landed a hard jab to her side, which hurt. Despite all her strength, she was weakened by fatigue. Another merciless jab to her sore flesh forced her to release. No longer being crushed between her legs, Russ was able to gasp for air. He freed himself from her hold, standing back up. Melanie let go of the bed-frame, intent on rolling over the edge of the bed to get away, but he caught her ankle. A tower of muscle, he had no trouble ripping her from the cot and throwing her to the floor.

Her shoulder and hip struck the floor, adding more bruises to her collection. Melanie had no time to get up because Russ had already closed in. His boot caught her in the stomach repeatedly. The merciless beating was definitely the cherry on top of the hell she had been through the past twenty-four-hours. Where was that bastard Rumlow? She would even settle for Alexander Pierce. She knew this wasn't what Russ had been ordered to do. He was acting on his own, getting revenge for the way she had humiliated him. He was the definition of a sore loser; he had to beat her up while she was handcuffed.

When the kicks stopped coming, Melanie was able to catch her breath and tasted blood. She had bit her lip too hard trying to hold back cries of pain, not wanting to give him that satisfaction. His large hand grasped her jaw as Russ bent down on one knee, looming over her. "How about you give me a kiss, and we can make up, huh?" he sneered, his dark eyes gleaming wickedly.

Of all the repulsive things she had ever witnessed, all the questionable things she had ever done, the idea of kissing Russ took the cake. His filthy hand was still touching her face, and he had the nerve to trace her lips with his thumb. She sank her teeth into the flesh of his hand. The vile taste of his blood was a small price to pay, for the satisfaction of hearing him scream. Tearing his hand free, he grimaced as he examined the damage. Blood seeped from the wound in a steady stream.

"Have it your way," he snarled, clenching his hand into a fist. Bracing herself for the blow, Melanie wondered if he would beat her to death and spare her the fate of becoming a mindless assassin again. His fist never connected; instead she heard him shout in alarm and a strange zapping sound. His body slumped heavily to the floor beside her and she opened her eyes, shocked to see him unconscious. Someone had saved her. She had no idea who to expect, but the person she saw was the last she ever would have guessed.

"Sorry I took so long; it's not easy to get down here without permission from up top," the redheaded man said, a bit short of breath. He held a stun rod in one hand; the weapon he had used on Russ, to zap him unconscious. He was the same man who had literally run into Brock Rumlow. The way he had cowered in the presence of the S.T.R.I.K.E. team conflicted with what he had just done. "Hold on. I'll get those cuffs off…" he said, bending down to search Russ for the key.

Managing to right herself on the floor, Melanie sat on her knees. Exasperated, she interrupted her unlikely savior's pointless search for the key. "Rumlow has it."

He stopped patting the unconscious man's pockets. "Oh. Well, in that case," he said as he reached into his own pocket. Pulling out a small kit, he opened it up to reveal an assortment of lock-picks. "I always jump at the chance for some good old fashioned lock picking," he grinned.

This guy was full of surprises. Perhaps Melanie wasn't the best judge of character, after all. Holding up her cuffed hands, she watched him with interest while he slid the picks carefully into the lock. He nibbled his bottom lip in concentration, fiddling with the lock until there was an audible click. "Ha! Got it," he beamed triumphantly, removing the cuffs from her sore wrists. Although they hadn't been on long enough to do damage, her skin was an irritated red.

Melanie couldn't help letting out a relieved breath, rubbing her wrists and flexing her hands to get the blood flowing properly. Finished with his task, the man rose to his feet and extended a hand down to her. She eyed his hand before getting up herself, but offered a tentative smile. "Thanks," she said.

His green eyes regarded her thoughtfully. "Don't thank me, yet. We're still here," he said, before turning for the door. "Follow me."

Melanie remained where she was. "Who are you?" she questioned suspiciously. After everything she had been through, her rescue seemed too good to be true. What if it was all just another twisted plot of manipulation, devised by Alexander Pierce? That idea would seem insane to normal people, but her life was far from being considered normal.

The man paused in the doorway, peeking cautiously into the hall before half-turning to face her. He considered the question deeply, as if there was a long story he could tell, but there was no time to elaborate. "Warren," he replied simply. His smile was warm, genuine, and his green eyes had a vibrant gleam despite the ominous situation they were in. "I'm your way out of here."

The list of reasons not to trust him stretched for miles in her mind. But what other choice did she have? Fear urged her to make a run for it, to elude Warren and find her own way; she was tempted to go with that option, but the fact was she needed help. For the first time since thirteen months ago, she placed her life in someone else's hands willingly. "I'll go with you. Just hold on," she told him.

Pulling herself over to Russ, she snatched his gun and secured it to the holster at her thigh. Her eyes then rested on the communication device attached to his ear. It proved useful before, back at the gas station. Swiping that as well, she fixed it to her own ear; if she could listen in on what the S.T.R.I.K.E. team was up to, it would be easier to avoid them. On her feet, she moved to stand by Warren. Ready to be far away, she asked, "So, what's the plan?"

Warren gave a dry laugh, rubbing the back of his neck. "Honestly, none of this was expected. So I'm just winging it," he admitted, jogging toward the elevator at the end of the hall.

"Great." Melanie wondered exactly why she needed him, then. But he knew his way around the place, so she followed him into the elevator. There was a lot of mystery about him; she had the feeling she only saw what he wanted to show. Earlier, he had pretended to be a clumsy, sniveling coward. He had everyone fooled. Whatever business he had with S.H.I.E.L.D. or Hydra, she really didn't care one way or another. All she wanted to do was avoid having her memories taken away again.

While the elevator ascended to the ground floor, Melanie decided to clear the air a bit. "How did you get down there? Security is tight in this place."

Warren grinned, looking quite pleased with himself. "I hacked the system. It wasn't easy, but I managed to turn of the facial recognition for the cameras in this elevator. Like I said—without a green light from up top, it's near impossible to get around. I think I broke about every 'term and condition' of my employment."

"Sounds like you're in deep—" she began, but cut herself off to listen to the voice in her ear.

"We have another problem," Rumlow informed his team. "Cap just left Pierce's office, heading for the elevator. Right behind him. Everyone, with me; it's gonna take all of us."

 _Cap?_ It took her a moment to realize who he meant.

Noticing the strange look on her face, Warren gingerly reached to touch her arm. "What is it?"

She felt sick for unexplained reasons. "Captain America is about to be ambushed by S.T.R.I.K.E."

The news clearly troubled him, because he frowned. "That's not good…It's worse than I thought," he muttered the last under his breath.

There was no reason for Melanie to care about Captain America. Sure, he was one of the Avengers—the world's mightiest heroes—but he could handle himself, right? The urge to rush to his aid didn't make sense in her mind, but there was no denying it. "Should I—or we—help him?" she asked Warren, confused by the mysterious pull she felt.

"No," Warren answered sternly, his expression becoming rigid. "That's a bad idea. You need to be far away from here, alright? I'm getting you out and you're going to disappear, until I contact you."

Being bossed around would have annoyed her under different circumstances, but she was too overwhelmed to argue with him. Contrary to her first impression of him, he knew what he was doing. He was clearly withholding many secrets, important information, maybe even knowledge of her identity. She could grab him by the neck, throttle him for answers, but she resisted that dark urge. Right now, he was her only ally in the whole damn world. She couldn't risk losing him.

"Fine. You're the boss," she replied with a hint of salt.

Warren eyed her skeptically, but he was satisfied enough to let go of her arm. The elevator reached the ground floor. "Now's our chance, while S.T.R.I.K.E. is busy," he said as he led the way down the hall. When they reached the doors, he peered out the window into the hall beyond before looking over his shoulder to Melanie. "The lobby is that way. Follow the signs," he instructed. "I can't leave yet. I have things I need to do, first."

 _Hold up._ Shaking her head, Melanie looked at him like he was crazy. "You're kidding, right? I'm just going to stroll out the front doors?"

"Look what you're wearing. No one will stop you."

Melanie had almost forgotten the combat uniform she was given; she looked like part of S.T.R.I.K.E. although she didn't have the identifying symbol on her sleeve. No one would suspect a thing, as long as she acted like she belonged and made a quick exit.

"Just trust me, alright?" Warren implored, sensing her apprehension. "Go. I'll contact you when it's safe."

Before she could ask any more questions, he pushed his way into the other hall and disappeared further into the building. Melanie sighed. She had no idea how he would contact her, but he seemed to know what he was doing. With the disconcerting radio silence in her ear, she wondered what had become of Captain America. She couldn't help him without getting herself captured again. Escaping was her top priority.

Finding the lobby proved to be no challenge. She had passed a few S.H.I.E.L.D. employees; low-ranked, they all avoided making direct eye-contact. With the front doors in sight, Melanie began to cross the room. It was enormous, and the high glass ceilings intensified the open feeling. She felt exposed as she walked, but no one stepped into her path or shouted for security. Only a couple yards from the doors, her heart was pounding and she resisted the urge to run, eager to be outside. A shower of glass rained down from overhead. Throwing her arms up to shield her face, Melanie leapt back to avoid being crushed underneath the person who had fallen through the ceiling. His body struck the floor with a metallic clang.

To say she was stunned would be an understatement. Melanie looked up through the shattered section of glass he had fallen through. Several floors up, there was a gaping hole in the glass elevator where he had thrown himself out. A fall from that height would kill any normal person. His bones should have been shattered like that glass. The small groan of pain that slipped from his lips was the first indication he survived. As he struggled to push himself up, clearly injured from the fall, Melanie recognized him. If the shield and blonde hair wasn't a dead giveaway, he lifted his face and trained bright blue eyes on her. Captain America, otherwise known as Steve Rogers. He had escaped the clutches of Rumlow and the other members of S.T.R.I.K.E. Judging by the radio silence, he must have handed their asses to them. It was safe to assume he hadn't killed them. With the others out of the way, he now had his full attention on Melanie; her disguise suddenly seemed less than helpful.

On his feet, Rogers gripped his shield while narrowing his eyes in warning. He studied her, determining whether or not she was a threat. When she made no move to attack him, he only seemed more confused, furrowing his eyebrows and giving her a strange look as if to say, _"What gives?"_

Their brief, silent exchange was interrupted when alarms started going off. S.H.I.E.L.D. was being locked down. Hydra was manipulating the employees, likely deeming him as a traitor to be apprehended. Rogers glanced around at the stunned onlookers before meeting her eyes again, revealing the blatant distrust he had toward her before finally turning his back to run. He sprinted out the doors at breathtaking speed. Melanie herself could run at extraordinary speed; she wondered who would win in a race. Breaking out of her stupor, she observed the employees who had no clue what was happening; some were giving her questioning looks, others seemed suspicious of her. It was time to stop standing around like an idiot.

Taking off, she shoved her way out the doors after the Captain. She witnessed him speeding off on a motorcycle across the bridge, and a quinjet soared right over her head in pursuit of him. Witnessing how the man single-handedly took down the aircraft using nothing but his shield, the inexplicable pull she felt toward him became impossible to fight. They were both fugitives of S.H.I.E.L.D. or more accurately, Hydra. Warren had told her not to get involved with whatever Rogers was up to; she was supposed to disappear, but how long would she last on her own? How long would she have to wait for Warren to contact her? She wanted to know what the hell was going on. If anyone could give her answers, it was Steve Rogers. The man had lived during the Second World War…perhaps he knew something about her past life.

Throwing caution to the wind, Melanie shadowed the Captain as he headed away from S.H.I.E.L.D.


	6. Chapter Five: Shaky Alliances

***Here's the next chapter. It took me a while to get it all written and then typed. No Bucky this chapter (only mentioned) but I promise he'll make an appearance sometime within the next few chapters. Definitely not the next chapter, but maybe Chapter Seven. On that note, enjoy this chapter! Thank you for choosing my story :)**

 **And of course, I don't own the rights to Marvel or any of their characters.**

 **Also, this chapter was supposed to be called Interrogations and Shaky Alliances but I had to shorten it.***

Shadowing a highly trained war veteran who happened to be a super soldier wasn't the best plan she ever had. To say it was a challenge would be the understatement of the century. Stalking targets had been part of her job description as an assassin. She had an aptitude for stealth and an uncanny sense of awareness. Her strikes had always been calculated and precise. When she finally moved in for the kill, she dispatched the targets and like smoke vanished without a trace. In other words, she was damn good at what she did. So just how in the hell had a six-foot tall, two-hundred-something pound man disappeared?

Several blocks away from the S.H.I.E.L.D. Triskelion, Rogers had hastily crossed the busy street and slipped off into an alley. Against her better judgement, Melanie had followed, only to see he had tossed his Captain America uniform into the dumpster. His shield, though, was likely still in his possession, unless he hid it somewhere. _Well, now all I have to look for is a man running around in the nude_ , she had thought with a smirk. The alley cut across to another street, and Melanie thought she glimpsed a tall blonde-haired man merging with the crowd. She did her best to keep her eyes on him, unable to see his face and hoping she wasn't following some random blonde. Despite her best efforts to keep up, he simply evaporated into thin air.

Well, there went her best shot at finding answers. "Damn," she hissed under her breath, her pace faltering to a halt. Someone shouldered their way past her, grumbling something unintelligible but definitely rude. Melanie ignored everyone around her as she leaned against the side of some building. She couldn't stick around any longer, waiting for Rumlow—or worse, the Asset—to track her down again. She had to get as far away as possible. Perhaps she should even leave the country, altogether. _Sign me up for an island vacation. Better yet, drop me off in the middle of Antarctica._

While she absently observed the city around her, wondering where she could go, she spotted a random clothing store. Now that she wasn't passing herself off as a S.T.R.I.K.E. agent, her suit wasn't a disguise at all. Rogers had the right idea when he ditched his Captain America uniform. First, she would change into civilian clothes, and then she would take the advice Warren gave her. How he would contact her, she was unsure, but he sounded confident about it. That was his problem to figure out, anyway. Her job was to avoid being caught; something she had been very good at.

A worker greeted her as she walked in, but she hardly noticed. She had no time for pleasantries. She was on a mission to find a proper disguise to blend into society. Something casual and practical, that made her relatively invisible. It didn't take her long to put together an outfit; a simple black hoody, a plain white t-shirt, maroon-colored sweatpants, and a pair of black-and-white sneakers. On her way to the back of the store, where the fitting rooms were, she caught sight of the bags. Sure enough, there was a black, white-trimmed gym bag. Snatching that, she made her way to the fitting rooms. There weren't many customers browsing the store, and no one was in the back. Perfect.

Living life on the run had made her quick to adapt. In record time, she stripped the armored vest, arm and shin guards, and pulled off the rest of her suit. All of it went into the gym bag, including her weapons. She was surprised no one had called the police yet. Unless they were used to strange people walking in dressed like assassins. In any case, she stashed the knife and gun away so she would appear as just another harmless civilian going about her day.

After she hastily dressed herself in the clothes she had no money to pay for, she bent down to lace the shoes. Her hands were shaking, so it was ridiculously difficult to knot the laces properly. She closed her eyes to calm herself. Just run and don't look back. You've done it before, you can do it again. The first time she ran—or at least, the first time she remembered—she thought she had nothing to lose. She was so terribly wrong. If she was caught, she would lose everything. Her identity. Her sanity. Her humanity.

 _Pierce can go straight to hell_. Part of her wanted to personally slice off his head for using her, but the risks were too high. She wasn't strong enough to go against Hydra alone. So, once again, she was choosing flight over fight.

Grabbing her gym bag, she stood up, ready to make a run for the door before anyone could realize what was happening. Robbing a store wasn't the wisest thing to do when on the run, but she needed the clothes. Taking a deep breath, she opened the door only to freeze when she spotted the man waiting just outside.

Arms folded, he leaned against the wall a few feet away, ankles crossed in a casual and non-threatening manner. When he lifted his blue eyes from the floor, they zeroed in on her with such intensity she almost took a step back. Steve Rogers had found a new disguise of his own, dressed in a blue hoody and sweatpants so as not to stand out in a crowd. Even without the Captain America getup or the shield clutched in his hand, he was an intimidating sight. The look on his face told her everything she needed to know. Obviously, he caught on to the fact she had been following him for blocks; he wasn't called a super soldier for nothing. He had pulled evasive maneuvers to throw her off his trail, and circled around so he was shadowing her instead. Rogers had outsmarted her and quite honestly, she was scared shitless. Considering how he wiped the floor with the entire S.T.R.I.K.E. team, she stood a snowball's chance in hell against him in a fair fight. She was still hurting after being beaten by Russ. Her impulsive decision had turned out to be a very bad mistake.

So, she panicked. Without saying a word, she closed the door and locked herself in the fitting room. She needed a moment of privacy to mull over her next ingenious plan. She heard Steve muffle a chuckle on the other side of the door. There was a gap between the walls and the ceiling in each of the 'rooms' which would be more accurately described as stalls. He could easily leap over and get in that way; they both knew it. Pressing her forehead to the door, Melanie closed her eyes. Then she looked down at her gym bag where she had stashed her weapons.

Moving away from the wall, Steve calmly approached the door. Knocking politely with his knuckles, he said, "Come on out. Let's talk."

Her hand was inside her gym bag, fingers touching the gun nestled atop her former attire. Then, she clutched for the knife. It felt strangely reassuring to hold a blade. She had lost her sword; it was likely still somewhere back at the Triskelion. The knife would do. Pulling it from the bag, she tightened her grip and watched the sharp blade reflect the light overhead.

"Come out," Rogers repeated coolly, before he warned, "Or I'm coming in. Last chance."

Unlocking the door, Melanie hesitated before finally pulling it open. Face to face with Steve Rogers, she braved his intense stare without revealing how petrified she was. "Sorry," she said.

Puzzled, Steve gave her a questioning look. The knife aimed to stab into his shoulder was answer enough. His reflexes rivaled her own as he managed to catch her arm, before the blade could bury itself in his flesh. Grabbing hold of her shoulder with his other hand, he pushed her farther back into the fitting room and slammed her against the wall. Melanie bit back a cry of pain as her bruises were inflamed. Her body couldn't take much more punishment. Fighting Steve was a bad idea, so she decided to surrender. Meeting his glare, she dropped the knife and he glanced down as it clattered to the floor. Kicking the knife away, he kept her pinned to the wall with one arm crossed over her neck. If he applied pressure, he could choke her, but he was just restraining her for the time being.

"Why did you follow me?" he asked, getting straight to the million dollar question.

She was unsure how to answer. While her heart pounded, her mind reeled, and an overwhelming sense of déjà vu swept over her. Something about this situation seemed vaguely familiar…but she couldn't recall how, or why. In her confusion, she was unable to utter a word.

"I'm not messing around," Steve warned. He hadn't raised his voice, but his tone was clipped and harsh. His patience was wearing thin, given the circumstances. "Start talking."

Recovering some of her bravado, she grinned, "I just wanted your autograph. I'm your biggest fan."

Rogers didn't even chuckle. His expression remained rigid and he set his jaw, waiting for a serious answer.

 _Fine, have it your way, mister serious_... Melanie sighed, wishing she had just left when she had the chance. "I need your help," she admitted apprehensively, trying not to cringe as she said those words. Never had she asked anyone for help, before.

His suspicious glare softened a bit, but he narrowed his eyes, wary of her motives. "So, now you want my help," he said sardonically, rolling his eyes a bit. "Last time I offered, you jumped off a speeding train."

 _Sorry…what?_ Baffled, Melanie eyed him with the same skepticism, but couldn't think of a plausible reason for him to make up such a thing. He smirked a little, as if to play it off as a joke, but the bitterness was clear. There was sadness in his eyes that he couldn't hide; he was too honest. She had no recollection of ever being at odds with Captain America, and sure as hell didn't remember jumping from a train. But, evidently he remembered too well. Considering what kind of person Pierce had turned her into, she shuddered to imagine who she had been during her service to Hydra under command of Johan Schmidt. She didn't want to ask Steve about her crimes; not yet. Instead, she just dropped her gaze and admitted quietly, "I…don't remember that."

Regarding her with a confused, pensive expression, he seemed to be warring within himself. He was debating whether or not to believe a single word she said. She couldn't blame him. For a moment, he let his guard down and opened up a little. "I saw you hit the tracks…I don't know how you're alive, and right now, that doesn't matter." Meeting her eyes again, he continued, "What I need to know is, can I trust you?"

Well, that was one hell of a loaded question. The reality was, she was confused and pretty damn terrified of what answers Steve might have regarding her forgotten past. She was uncertain what kind of person she truly was. The real question; did she deserve his trust? Despite whatever wrong she had done, whatever pain she had caused him, he was still willing to give her another chance. That revelation made her feel awful about trying to stab him earlier. She never intended to kill him; she just wanted to inflict enough pain to force him to back off, so she could escape.

Without revealing too much, Melanie finally answered his question as honestly as possible, "I have too many enemies, not enough friends." It was a serious answer, but she smiled at the end, hoping he would take that as reassurance. She could see he was still conflicted about trusting her, but he also looked just as desperate for companionship.

"That makes two of us," he responded, letting her go. When his foot bumped the gym bag she had dropped on the floor, he grabbed it on his way out of the confined space. Suspicious or just curious, he examined the contents of the bag. What he found didn't surprise him, but he gave Melanie an odd look when he pulled out the fully loaded gun. She had opted for the knife, when she could have shot him if she wanted. By the look on his face, he was conflicted over whether or not to be comforted by that.

Saying nothing, Melanie slipped past him and retrieved the knife he had kicked. She made it obvious as she tucked it away into the pocket of her sweatpants; she wasn't giving up her weapon, but she had no need to stab him as long as he didn't cross the line. Steve carefully placed the gun back into the bag and zipped it up. Cautiously, he stepped closer to her before holding the bag out for her to take. The deliberate gesture of trust wasn't lost on her. Meeting his stare, she accepted the bag and carefully secured the strap over her shoulder.

"Don't think you're off the hook," Steve told her, pointing sternly for emphasis. "You owe me an explanation."

Melanie resisted the urge to roll her eyes. Of course she knew he wouldn't just let her tag along, no questions asked. "Yeah, we can chat over coffee later. Right now we should move our asses before the cavalry shows up," she said maybe too abrasively. She wasn't exactly the friendliest person under pressure. The threat of having her brain scrambled was making her anxious.

Steve had a stubborn look on his face. He would hold her to that, without a doubt. He would want to know the whole story, but he was smart enough to know they had lingered far too long in one place. "Fair enough," he agreed. Turning, he started to lead the way out when he paused to face her again. Pointing in her general direction, he asked, "You planned on paying for all that, right?"

That time, Melanie did roll her eyes. "Sorry I didn't have time to grab my wallet before being kidnapped."

He frowned at the word "kidnapped".

"Long story," she told him, dismissing the subject while mentally kicking herself for mentioning it. Steve looked less than pleased about her withholding information, but he let the subject drop. There would be time for interrogations and heart-to-hearts later, if they could find somewhere private and secure to hide out. Emphasis on _if_ ; S.H.I.E.L.D. would be hunting Steve without rest with Hydra pulling the strings. He stopped them once; they wouldn't let him get in the way, again. Just how she would go about explaining to Steve she had been working for Hydra, his arch nemesis...well, it was probably best to keep that to herself for now.

She slinked her way through the store, avoiding notice while heading for the door. Close to escaping, she noticed Steve wasn't behind her. Glancing back, she saw him pass by the checkout counter. Offering no explanation to the bewildered cashier, he left a pile of crumpled bills on the counter without slowing his stride and made his way for the door. Melanie slipped out of the store with Steve close behind. By the time the cashier realized what just happened, they had already merged with the rest of the civilians on the street.

Walking beside Rogers, she understood why so many people idolized him. He was Captain America, the First Avenger, one of the world's mightiest heroes- but he was more than that. Without his suit and shield, he was simply a man with integrity and honor. Having superhuman strength, speed and agility didn't hurt, though. Melanie would have stolen the clothes without looking back, but Steve wouldn't have left without paying. Sure, someone could argue he just did that to lower the chances of the police being called, but she knew otherwise. He was pure of heart.

The feeling of déjà vu struck again without warning, much harder than before. Her ears were ringing and her heart was pounding impossibly loud, while the world around her seemed to fall silent. She had a similar feeling back in the elevator when Rumlow was escorting her back to her cell. No memories were returning, but she felt panicked and overwhelmed by conflicting emotions. _What's wrong with me…_

"Hey," she heard Steve say. His hand rested on her shoulder, steadying her as her legs threatened to give out. Her vision stopped spinning, but she still felt disoriented while Steve eyed her like he was afraid she would collapse. "What's the matter?"

Melanie shrugged off his hand and pushed her hair back from her forehead. "I'm fine," she assured him. "Just tired. Let's just go...to wherever the hell we're going."

Steve caught her arm, gently. "Hey," he said again in a placating tone. "Don't pull another stunt like on the train...I wanna what's going on with you."

Whatever happened between them on that train all those decades ago, he was deeply affected by it. He had said he watched her hit the tracks and thought she was dead. That raised many questions, none of which she was ready to know the answers to. One thing was evident; Steve cared about her for reasons she couldn't understand. If he knew what she had done, how many people she killed in cold blood, there was no way he would be so friendly. "I'm the last person you should worry about," she told him, averting her eyes.

"What do you mean?"

She didn't answer. For a moment, Steve stared her down, looking more than tempted to grab her by the shoulders and shake her. Then he reigned in whatever anger he was feeling, releasing it with an exasperated sigh.

"Getting real tired of secrets around here," he muttered to himself, before turning to resume leading the way to wherever he had in mind.

Hesitating, Melanie watched him as he headed off, aware she had the perfect opportunity to sneak away. He would probably chase her if he realized she was running for it. He was fast, but she could outrun him; what she lacked in physical strength she made up for in speed. Separating herself from Rogers might be the best plan of action; there was a significant chance he would only lead her into danger. After all, he was Captain America, the prime target to be captured and eliminated as far as Hydra was concerned. Compared to him, Melanie was the last on their list of priorities. Not to mention, there was no predicting how Steve would reaction once he learned the truth about her involvement with Hydra in recent years.

Despite all that, Melanie had a strange, sick feeling at the thought of being on her own. Even with Warren's promise to contact her and offer more insight and guidance, she dreaded being separated from Steve. Risks aside, he was still her best bet and truthfully, she was starting to enjoy his company even if they weren't on the best terms. _Damn, I really am going soft,_ she thought as she caught up to him.

When Melanie took her place beside him, Steve glanced over as if to make sure she was still there. He gave her a slight nod and retrained his attention ahead, but she caught him smiling.

For several blocks, Melanie followed Steve's lead, thinking they were headed toward some kind of hideout where they could catch their breath. Color her surprised when a hospital came into view and the Captain quickened his pace as he surveyed the lot, approaching the place with equal levels of caution and urgency.

"Why are we here?' she asked him as they neared the front entrance.

"There's something inside that I need," he replied, being deliberately cryptic. It was only fair, considering she was keeping things from him, but it annoyed her nonetheless.

They entered at an opportune moment, as the receptionist opened the door for a visitor who just checked in. As they followed the stranger into the hospital wing, no one stopped them if anyone noticed at all. The silence between them was getting uncomfortable.

Melanie still wanted to know why they were trespassing, unless Steve had a sick relative he neglected to mention. "Plan on telling me why we're here?"

"Sure. Let's trade secrets," he suggested, while leading the way through the halls. "Tell me what you were doing at the Triskelion."

After mulling over how to answer without revealing too much at once, she told him a simplified version of the story. "I was a prisoner, but I escaped."

Steve casted her a sidelong glance as they kept walking. He was trying to look disapproving, but he cracked a smirk. "Why am I not surprised…"

"Your turn," she prompted.

He also took a moment to choose his words carefully. "Someone killed Nick Fury. I'm gonna find out why."

"Nick Fury?" she repeated, unsure where she had heard that name before.

He glanced at her briefly, looking more tense than usual. "He was the Director of S.H.I.E.L.D. He was onto something…Last night, he came to my apartment, injured. He told me S.H.I.E.L.D. was compromised. Then someone shot him. He died here…" he explained, a little too calmly. He was trying to keep his composure, but she saw how close he was to breaking down. Whatever kind of relationship he had with the deceased Nick Fury, his assassination was a tragic loss. He was deeply disturbed by the conspiracy and he dreaded the answers he would eventually uncover. Melanie understood that well enough.

She reached for his hand, giving it a squeeze. Comforting others wasn't exactly her best skill and she had reservations about getting close to people, but she wasn't heartless. Steve was surprised by the unexpected touch, slowing his pace to look at her. She thought maybe she had overstepped a boundary, but he closed his hand around hers and smiled appreciatively. Before it became uncomfortable, Melanie withdrew her hand and he let go.

They must have finally reached the right place, because Steve halted and looked around, checking for any threats. His eyes then focused on a vending machine. Melanie watched him approach it with the most serious face she had ever seen someone approach a vending machine with. She couldn't resist teasing him over it.

"Do they have any strawberry pop tarts?" she asked, half-serious. She wouldn't object to a snack; it had been almost twenty four hours since she had last eaten.

Unamused, Steve shot her a hard glance before returning his attention to the machine. Whatever he was looking for, he didn't find it, evidence by his deeply furrowed brow and troubled pout. Melanie was about to ask what was wrong, but she noticed a woman with dark red hair emerging from a room behind him. He spotted her in the reflection on the vending machine and must have recognized her, because he looked less than pleased to see her standing there. The woman blew a bubble with her chewing gum, taunting him. Steve turned to face her, waiting for a doctor to pass before grabbing the woman by the arms. Aggressively, he pushed her into the nearby empty room.

Melanie quickly moved to the doorway in time to see Steve slam the woman against the wall. She decided to remain outside the room where she could keep an eye on the hallway and listen to the hushed-but-hostile conversation.

"Where is it?" Steve demanded harshly.

"Safe," the woman replied nonspecifically.

"Do better," Steve said, unsatisfied with her one word answer.

Instead, she asked her own question. "Where did you get it?"

"Why would I tell you?"

The woman paused for a second, doing the math. "Fury gave it to you. Why?"

"What's on it?"

"I don't know."

" _Stop lying_ ," Steve told her, speaking the same way he had to Melanie when interrogating her earlier. He didn't raise his voice when he was angry, but that didn't make him less intimidating.

"I only act like I know everything, Rogers," the woman said in her defense.

"I bet you knew Fury hired the pirates. Didn't you?"

The woman hesitated to answer, aware she was walking on thin ice. Melanie could relate to how she was feeling at the moment; Steve was very demanding of the truth, for sure. Then something occurred to her about the pirates. Back when she was in the van, losing consciousness as the sedative took full effect, Russ had informed Rumlow that pirates had taken over a S.H.I.E.L.D. ship. The man Steve told her about- Nick Fury- he hired pirates to hijack one of his own ships. Melanie listened with keen interest, aware she was hearing things that perhaps she shouldn't be.

"Well, it makes sense," the woman said offhandedly. "The ship was dirty; Fury needed a way in, so did you."

Losing patience with the painstaking process of prying small bits of information, Steve grabbed her by the arms again. She tensed defensively, while he glared. "I'm not going to ask you again," he warned, leaving it up to her imagination to figure out what the consequences would be if she kept dancing around the details. He didn't trust her and he would consider her an enemy, unless she told him something worthwhile.

After a brief, tense silence, she said, "I know who killed Fury. Most of the intelligence community doesn't believe he exists. The ones that do call him the Winter Soldier. He's credited with the assassinations of over two dozen in the last _fifty years_."

"So he's a ghost story," Steve said, skeptical.

"Five years ago I was escorting a nuclear engineer out of Iran. Somebody shot out my tires near Odessa. We lost control; went straight over a cliff. I pulled us out...but the Winter Soldier was there. I was covering my engineer, so he shot him right through me," she said as she lifted up her shirt to reveal the scar as proof. "Soviet slug. No rifling. Bye bye, bikinis."

"Yeah, I bet you look terrible in 'em now," Steve said, as a sarcastic jab.

"Going after him is a dead end. I know; I've tried," she said, ignoring his jab to warn him about the Winter Soldier. Then she reached into her pocket, pulling out a USB which she held up close between them. "Like you said. He's a ghost story."

Steve had calmed down, no longer angry over her secrecy. He took the USB and said, "Well, let's find out what the ghost wants"

There was a lot going on that Melanie wasn't entirely understanding, but neither of the other two mentioned Hydra. Which meant she knew more than they did. She had a sneaking suspicion the Winter Soldier wasn't a ghost, but a masked man.

At the end of their conversation, Steve turned to face Melanie and the red haired woman seemed to notice her for the first time. The look on her face was one of incredulity, as she tensed into a defensive stance. Her reaction was unexpected, since she had no memory of meeting this woman, let alone doing her any wrong.

Steve didn't miss the hostility between them. Frowning, he asked, "Did I miss something?"

"Steve. Tell me she's not here with you."

"What if I am?" Melanie challenged.

"Take it easy, Natasha," Steve told her, "She's a friend."

Natasha. Of course; she was one of the Avengers who helped save New York a while back. She worked for S.H.I.E.L.D. like Steve had. Clearly, she knew more about Melanie than he did. That made her nervous.

"Melanie Dampier. Last known alias, Melanie Kingsman," Natasha stated, looking her dead in the eyes as she read off details she had memorized from studying her file. "She's responsible for over two hundred assassinations in her lifetime. Over a dozen in the last decade. She's killed important contacts and allies of S.H.I.E.L.D. all over the world."

 _Well, so much for having a chat over coffee._ Melanie wanted to scowl at Natasha, but the accusations were true and Steve had the right to know. Ashamed, she dropped her eyes to the floor as her face burned under the scrutiny of both Avengers. It was difficult, but she managed to meet Steve's eyes and braced herself for whatever reaction he would have. She expected to see contempt or some form of disgust, but he looked upon her thoughtfully without harsh judgment. Whatever was going through his head, he seemed to be giving her the benefit of the doubt.

"She's a fugitive, Steve," Natasha stressed, disinclined to give Melanie any leniency.

"So are we," he countered.

Folding her arms, Natasha eyed Melanie before looking back to Steve. "Careful who you call your friends," she advised.

"Just don't," he retorted. "You're the last one who can lecture me about trust."

The jab seemed to strike a nerve, because she lowered her eyes and pouted slightly. If she had any other objections, she kept them to herself. Naturally, Melanie wanted to tell her to fuck off, but she was beyond petty rivalry at that point. All she wanted to do was move on.

"So, where to, Captain?" she asked Steve, taking to calling him by that title.

He didn't answer immediately, which meant he wasn't exactly sure where to go next.

"Actually, I know where we can go," Natasha offered, seeming to include Melanie in her use of 'we'. "You want to find out what's on that thing?" she asked Steve, glancing pointedly toward the USB he still held in his hand. "The mall isn't too far from here. Feel like shopping for a shiny new laptop?"

Steve furrowed his brows, less than enthusiastic about the idea of walking through a crowded shopping mall when they were all being hunted. He might have told her she was out of her mind, but Melanie spoke up.

"That's a good idea. The mall is the last place they'll be looking. As long as no one recognizes you, we should be fine."

Natasha caught her eyes, her expression difficult to read but it was safe to assume she didn't give a shit about her opinion. Melanie wasn't kissing her ass; she honestly thought it was a better idea than isolating themselves and going somewhere they could be tracked down and murdered without witnesses. Besides, where else would they get their hands on a laptop or computer?

"Fine," Steve agreed, although he was still apprehensive. "It's a plan. Let's go."

 _Roger that, Captain_ , Melanie thought with a smirk, deciding not to say it aloud when he was so moody. Falling into line behind Steve while Natasha led the way back thought the hospital toward the nearest exit, she crossed her fingers and hoped against all odds they would make it in and out without incident. She should have known better than to hope.


	7. Chapter Six: For the Greater Good

***Here's another chapter. Finally! I revised it ad nauseum, so I hope it was worth the wait! Scenes from Captain America: Winter Soldier with my slight changes to incorporate Melanie in. Nothing drastic. Also, I know I promised some Buckanie. I'm getting there! ;) That's all I'm saying. Enjoy!***

Traveling on foot without many opportunities to rest was exhausting, especially on an empty stomach. On the way out of the hospital, Steve suggested they should take a bus on route to the nearest shopping mall. Melanie could have kissed him, but figured that would just make things awkward.

The wait wasn't terribly long before a city bus arrived and the three allies boarded. It was relatively crowded but people were minding their business, most not even bothering to look up from the screens of their electronic devices. Spying an empty seat near the back, Melanie moved to claim in. Only a few paces behind, Steve paused to catch her eye. He was actually waiting for her permission to sit. His gentlemanly hesitation gave Natasha an opportunity to lithely slip past him. She sat right beside Melanie and folded her arms and legs firmly.

Somewhat annoyed, Steve gave her a critical look. Barely trying to hide her smirk, Natasha tilted her head and eyed him smugly, daring him to protest and make a scene. Tucked into the corner of the seat, Melanie didn't bother saying a word. She just shrugged her shoulder weakly when Steve looked at her. She didn't need him to babysit.

Ultimately, Steve gave up. With one last "you kids play nice" look, he turned and sought out a seat elsewhere. He ended up sitting close to the front, far enough where he wouldn't hear a word between them but no doubt would be watching to make sure they didn't kill each other.

As the bus pulled away from the hospital, Melanie sighed quietly and couldn't help sulking. None of this had been part of her plan. If it weren't for the Winter Soldier, she would have been out of the country by now.

"You don't look so hot," Natasha finally spoke, nothing about her tone suggesting hostility. But Melanie wasn't naïve; she knew the woman didn't really give a damn.

"Don't pretend to be my friend," she said. Her voice lacked venom; she was on the verge of an energy crisis. She needed something to eat, and a long sleep that wasn't induced by any drugs. Glancing over at Natasha, she added, "Just say whatever you need to say."

Natasha raised her eyebrows a bit, not offended but almost impressed. "Okay. Straight to the point. Last I heard you were under the radar; no leads, no bodies, nothing to go on. Now, here you are, with Steve."

Melanie rolled her eyes at the implication. "I'm not being paid to kill him. If that's what you mean."

Natasha glanced around and directed a look at Steve, before nodding slowly. "Okay," she said quietly, seeming to believe her if her expression was anything to go on. "Then tell me why you came out of hiding. S.H.I.E.L.D. has been compromised, Fury is dead," she paused after that last, as her indifferent mask cracked a bit. She blinked quickly, as if holding back tears. Clearing her throat lightly, she composed herself. "You didn't kill Fury. But you're involved. So tell me what you know, and I'll get off your back. Fair?"

"I didn't come out of hiding," Melanie corrected, digging her fingers into her arms as she folded them, containing her anger. "I was dragged out. You think I wanted to be caught up in this fucking mess? No. I wanted my freedom. That's too much to ask for, apparently."

Something she said made an impact on Natasha. Her neutral expression softened and she regarded Melanie sympathetically. She was silent for a moment, before furrowing her brows and looking hard at Melanie. "Dragged out by who?"

Melanie hesitated to answer, chewing the inside of her cheek as she warred with her conscience and her assassin instinct to protect her secrets. It was apparent she was the only one who knew Hydra was behind Fury's death. She should tell them, but then what? They would think she's a spy. There was no way they would trust her if they knew she had killed for Hydra. Eventually she would have to admit the whole truth, but for now, she would leave that part out.

"They called him the Asset," she began, suppressing a shudder at the thought of him. As she reflected back on the moment in the elevator, when he had that dead look in his eyes, a different feeling came over her. She felt sorry for him. How could she not have realized before? Hydra was brainwashing him.

Natasha was leaning closer, peering at her. Melanie glimpsed her own reflection on the glass of the window, her face had gone pale. "The Asset?" she repeated, trying to get her to continue.

Reigning herself in, Melanie wet her lips and explained, "He kidnapped me. Stuck me with a sedative. Then I woke up at the Triskelion. Pierce…he wanted me to kill Fury," she admitted, meeting Natasha's eyes. She saw it again; the sadness and anger over his death. "I refused. He had me locked up. Then I escaped and saw Steve. My memories are a bit…foggy. But I recognized him. So I followed him."

"Pierce ordered the hit on Fury?" Natasha asked in disbelief.

Melanie nodded, and closed her eyes for a moment while Natasha processed what she told her.

"They were friends…why would he?" Natasha muttered, shaking her head in disgust.

"Because he's a bastard," Melanie answered simply.

They were both quiet for a minute, exchanging glances as they reached a new understanding. Natasha seemed less suspicious of her, and Melanie let go of her previous hostility. It was a relief not to have to be on guard at all times, with two other people to watch her back.

"So," Natasha said with a little smirk. "You're all about the greater good now, huh?"

Thoughtfully, Melanie looked toward Steve. He was sitting between two elderly women, who were smitten by him. He wore glasses to make himself less recognizable as Captain America, but his good looks didn't help him be invisible. One of the ladies actually pinched his cheek, causing him to blush. He smiled while gently grasping her hand to remove it from his face, politely placing it onto the purse rested on her lap. Melanie bit her lip to hold back a laugh, shaking her head. Glancing over at Natasha, she replied, "Yeah, I guess you could say that."

"The first rule of being on the run: don't run, walk," Natasha advised. She strolled through the mall with the composure and confidence of an experienced fugitive. Steve, on the other hand, was noticeably anxious. The way he compulsively looked over his shoulder and surveyed his surroundings, it was like he expected to be ambushed at any second. All things considered, that was understandable.

"If I try to run in these shoes, they're gonna fall off," he joked.

Several paces behind, Melanie smirked but said nothing. Despite the heart-to-heart she had with Natasha on the bus, she couldn't stop thinking about what she said back at the hospital. Her targets were never selected by clients who paid her through the Contractor. They were all contacts, allies, and agents of S.H.I.E.L.D. that were threats to Hydra. Pierce pulled the strings, but she was the one who held the sword and she had been the one to clean the blood from the blade. A cynical voice in her head mocked her for trying to pretend to be a fighter for the greater good. There was a time she would have cut down both Steve and Natasha, if the Contractor handed her their pictures.

"Melanie?"

Hearing her name, Melanie looked up from the floor to see Steve approaching with a frown. She had fallen behind without realizing it. Her guilt weighed her down like an anchor. Rumlow was right. She was in over her head.

"You still with us?" Steve asked her with a troubled expression, as if he knew she was drowning but had to ask anyway.

"I'm still trying to figure out why you want me here at all," she admitted, eyes downcast. "You heard Natasha. I've killed people. Good people. The worst part is, I can't remember most of them..." she wanted to say more, to come clean, but she was on the verge of tears.

Steve mulled over her confession for a moment, then shrugged lightly as if it wasn't a big deal. "Well, I believe in second chances."

For a second, she wondered if he was being a smart ass, but there was nothing disingenuous or mocking about his demeanor. He smiled warmly, a comforting sort of smile that was heartfelt. He was being serious, but she couldn't help her dry laugh. "Oh, so this is an intervention?" she asked sarcastically, but she sensed it wasn't far from the truth.

Steve chuckled a little and shrugged again. "Yeah, I guess it is," he agreed, smiling, but for a fleeting moment that strange, faraway look clouded his eyes. No doubt, he was thinking about whatever happened between them decades ago, back in a time when she had been a completely different person. Or maybe she had been exactly the same.

It was odd the way he looked at her. Melanie couldn't understand how he was so quick to trust her, and he still hadn't really explained that. Sure, he was friendly and generous, but he wasn't daft or naïve. There was a motive for his eagerness to help her, something he was keeping to himself for whatever reason; likely because she had a lot of explaining to do, herself. It all came down to who spilled first, and Melanie kept all her secrets locked up tight. A skill that helped her as an assassin and allowed her to remain under the radar the past thirteen months, but it wasn't so good at helping her keep friends.

In any case, Steve knew they had no time to braid each other's hair and dish out the dirt. "Let's forget about that for now," he said, gently resting a hand on her shoulder. "I need you with me on this. Like you said. Too many enemies..."

When he trailed off, Melanie smiled and finished, "Not enough friends."

Eight minutes. They had eight minutes before the cavalry showed up. While Steve and Natasha attempted to access the files stored on the USB, Melanie resisted the urge to pace back and forth like a caged animal. Her guts were writhing like snakes and she felt almost nauseous as she resisted her instinct to run while she had time to spare. Nothing was physically stopping her, but she already made her choice to stick by Steve no matter what.

Wrapped up in her anxious thoughts, she barely heard the conversation going on until Steve said, "Wait. Go back."

He was leaning closer to the screen of the laptop with a disturbed, confused look on his face.

"You know it?" Natasha asked, speaking of the location shown on the map.

"I used to," he replied curtly, leaving out the details as their time was almost up. "Let's go. Melanie," he said over his shoulder as he and Natasha pulled away from the laptop. Natasha remembered to grab the USB before following Steve, with Melanie close at their heels. Her heart was pounding and she had to fight her irrational impulse to sprint for the exit. She knew running like that would only attract unwanted attention. Instead, she tugged the black hood up over her head and let her long raven hair partially curtain her face.

Reaching the escalator that lead down to the ground level, Natasha stepped on and was followed closely by Steve. Melanie would have been right behind Steve if she hadn't frozen on the platform. Her eyes widened as she spotted the pack prowling straight for the escalator parallel to them. Rumlow, flanked of course by two large men. Her mouth opened to shout, but she couldn't warn her friends without alerting Rumlow and giving them away. She could only watch helplessly, hoping they could somehow pass right under his nose without his notice. At the last minute, Natasha turned and kissed Steve on the lips. Astonishingly, it worked. Rumlow looked directly at them before quickly averting his eyes, smirking uncomfortably to himself. He hadn't recognized them!

Melanie had no time to celebrate, because she was stranded there in plain sight with Rumlow heading right toward her. Time seemed to slow as her brain went into survival mode, trying to formulate a plan. At the bottom, Steve had realized she fell behind. He turned and saw her standing there at the top, then his eyes shot toward Rumlow. His brow furrowed and he stepped toward the escalator, throwing caution to the wind as he planned to take on Rumlow to help Melanie. Before he could take another step, Natasha caught his arm and swiftly moved into his path, holding him back. She glanced over her shoulder to meet Melanie's eyes; even she looked conflicted over leaving her behind.

 _Yeah. I've definitely gone soft,_ she thought to herself. After the sleepless nights and months of being eaten alive by guilt, she prided herself on that fact.

Nodding to Natasha, she let her know it was alright for them to go. Steve refused to budge, though. He looked distraught and his eyes were pleading for her to reconsider her decision. He should know that she was too stubborn to be swayed, even if his puppy dog routine pulled at her heartstrings.

The moment Rumlow stepped off the escalator, Melanie pulled her hood back and revealed herself. He didn't spot her immediately. He looked to his right before finally turning his head in her direction, locking his eyes on to her as she stood only a few feet away. He raised his brows and laughed coldly, pleasantly surprised to see her; as smug as she remembered.

That smirk of his vanished real quick as she aimed her gun right at his chest. He held his hands out, as if to assure her he wasn't a threat when she knew exactly what he was capable of.

"Easy," he said coolly, smiling again, trying to reason with her. "We can still work things out. Help us take down Cap, and Romanoff, then you can keep your head straight. How does that sound?"

Eyes narrowed, Melanie met his bronze eyes and knew that he was making promises he couldn't keep. Even if he really would put in a good word with Pierce on her behalf, there was no way that snake would let her defiance go unpunished. And even if he was capable of swallowing his pride, Melanie wasn't about to betray the only person who believed she was good.

Bystanders ran screaming as she emptied her clip on Rumlow and the other two men. They all collapsed to the floor, writhing in pain, but there was no blood. As expected, they wore bullet proof vests to protect themselves. When the clip was empty, Melanie tossed the useless gun away and watched as Rumlow propped himself up on one elbow, clutching at his bruised chest. He grimaced in pain and turned a furious glare on her that promised a painful death.

Returning his glare with equal contempt, she raised both hands and flipped up her middle fingers. Then she took off running in the opposite direction of the escalators, heading for the other end of the mall and hoping that Steve and Natasha would leave while they could. She had already taken advantage of the chaos Steve caused while escaping the Triskelion. It was time she returned the favor.

A searing pain in her leg slowed her escape to a staggering halt as she fell to her hands and knees. Biting back a whimper, she shifted to sit on the floor and clutched her wounded leg. She hadn't heard the gunshot, too focused on running, but the bullet had buried itself in the back of her calf. The blood was barely visible as it seeped into her maroon sweatpants.

"Stay down!" Rumlow ordered harshly as he closed in, gun aimed to shoot her again if she disobeyed his warning. "You chose the wrong side, Mel. Don't say I never tried to be nice."

"Fuck you," she hissed through clenched teeth as she tried to put pressure on her wound. She could have put a bullet between his eyes if she wanted; now she was sort of regretting she hadn't.

"Where are they? Cap and Romanoff."

Melanie refused to answer, looking away. No matter what torture Hydra would subject her to for that information, she would never betray Steve.

"Where!" Rumlow demanded harshly, moving closer so the gun was only an inch from her forehead.

"They went to get Taco Bell," she told him with a smirk, unimpressed by his threat. So what if he shot her in the head? It beat the hell out of the alternative.

Shaking his head, Rumlow looked far from amused. He was running out of reasons not to shoot her in the face. "The truth. Spit it out, now. Or I'll just take you back to Pierce. Trust me, he's not the patient type like I am."

The thought of facing Pierce again chilled her blood. She knew what would happen; it was inevitable, even if she did cooperate and tell Rumlow where the other two were headed. After Pierce had the information he needed, he would have her mind wiped and—being the cruel, cold hearted bastard he was—he would probably have her kill Steve anyway. Melanie knew when she had been defeated, but she wouldn't beg. Not at the feet of Rumlow. Instead, she spat at his boots in pure defiance.

"Wrong answer," he said gruffly. Lowering his gun, he drew his fist back to punch her instead, but someone stepped up behind him to grab his arm. Before he could react, the good samaritan jabbed him in the ribs with a stun baton and the painful shock brought the man to his knees. He had dropped his gun when he collapsed; it landed close enough for Melanie to kick it away with her good leg. Disarmed but not quite defeated, Rumlow reached for the knife at his belt. Seeing this, the unlikely hero drove his elbow down hard on the sensitive area at the base of his neck and shoulder. It was enough to force Rumlow face down to the floor.

Groaning, he managed to push himself up enough to look over his shoulder at the man standing over him. "You," he said in disbelief, recognizing him as the man who had feigned cowardice when he bumped into him earlier.

Warren had a forest green knit cap on, but a few strands of curly auburn hair peeked out near his ears and the scarf he had been using to conceal his face had slipped down during their scuffle. He frowned as he looked down at Rumlow, troubled by something and not amused even a little despite what an ass Rumlow had been to him. He had nothing to say, so Melanie stole the opportunity to kick Rumlow in the head with her good leg. The blow knocked him out cold. With the leader of S.T.R.I.K.E. down, Warren tucked the stun baton back into his bag before bending down next to Melanie.

"How did you find me?" she asked while allowing him to sling her arm over his shoulder. He wrapped his arm around her side and hauled her up, supporting most of her weight so she didn't have to put any pressure on her wounded leg. Most of the blood was being soaked up by the thick fabric of her sweatpants, but crimson droplets left a trail across the floor as Warren guided her toward the nearby elevator.

"I told you, I'm a hacker," he replied, his tone clipped and a lot less friendly than he had spoken back at the Triskelion. He was angry. "You know, when I said not to get involved with Captain America, I had a feeling you would do the opposite. Do you want to end up like Barnes?"

"Barnes?" she repeated, puzzled.

He shook his head. "Nevermind. My point is: I had to blow my cover. Do you know what I had to go through to keep a low profile in that place? I wasn't there because it's my dream to fetch coffee, file paperwork, and get pushed around," he told her irritably. Sighing, he rubbed his forehead stressfully with his free hand. "Now, that Rumlow guy knows I was a spy. It's all over. They'll be looking for me too. Who's going to stop Project insight now, huh?"

Pierce had told her about Project Insight. It was Hydra's plan to destroy all current government and bring about the new world order; achieving peace, by robbing everyone of their freedom. If Warren knew about that, then he was an impressive spy. They were both quiet as the elevator reached the ground floor and the doors opened. With Warren practically dragging her toward the nearest exit, Melanie tried her best to hop alongside him without knocking them both over. The adrenaline was wearing off and the sting of her wounded leg was becoming an intense ache like someone was branding her with white hot steel.

They made it across the lot to a car that must have belonged to Warren. No one had pursued them. Melanie leaned against the side of the car while Warren opened the rear passenger door. He helped her sit down before saying, "Hold on a second."

Moving quickly, he opened the trunk and retrieved a first aid kit. Returning, he knelt down and opened it. "This is just temporary, to stop the bleeding; no time to dig the bullet out," he explained, green eyes glancing around for any Hydra agents who might have spotted them before he got to work.

Melanie rolled over to lay on her stomach on the seat, so he could get a proper view of the injury. He still had an aggravated look on his face, but he was careful as he rolled up the leg of her sweatpants. Melanie hissed through her teeth and pressed her lips together as the fabric irritated the inflamed flesh around the wound. Warren kept undivided attention on what he was doing, unscrewing the bottle of disinfectant. He poured some on a wad of gauze, dabbing around the wound to clean away some of the blood, but it was still trickling down her leg.

"This might sting," he warned her before pouring some of the disinfectant on the wound.

Melanie might have accidentally kicked him in the face if he didn't hold her leg down. She bit her knuckles and squeezed her eyes shut. "Fucking hell," she hissed under her breath when the stinging subsided enough for it to bearable. When the worst part was over, Warren gently pressed the soaked gauze over it and began unrolling some to wrap around her leg.

Hoping conversation would distract her, she asked, "How long have you known?"

"About what? Hydra? Their plot for world domination?" Warren laughed bitterly, before ripping the gauze with his teeth. "That's old news. A better question would be how long did it take me to actually snag a job with S.H.I.E.L.D? That was the tricky part. They do their homework, but I do too. I could have snuggled up with Hydra directly, but that would mean getting my hands dirty."

"Like me, you mean," Melanie said quietly.

Warren paused to look at her. "No. They used you. Why do you think I got you out?"

"So that was just an impulse decision?"

He hesitated. "Not exactly."

 _Great; more secrets._ "What does that mean?"

Sighing, Warren began to wrap her leg. "None of this was supposed to happen. They weren't supposed to find you. Look, I'm sorry you had to get caught up in all this. Really…"

"Stop," Melanie told him sharply. "I'm not some poor innocent girl. So don't talk to me like I am. If anything, I made all of this possible. Just cut the bullshit and tell me why you even care what happens to me. And who the hell is Barnes?"

He finished wrapping her leg before leaning back on his heels, grabbing onto the open door for balance. "Everything will make sense once you get your memories back," he assured her.

Frustrated by all the mind games, Melanie asked, "How?"

Warren stood up with the first aid kit in his hands. "I was going to wait to give you this," he told her as he moved to the trunk again. He dug around for a moment before finding what he was looking for, closing the trunk and returning to stand near the open door.

"If you don't believe anyone else, at least you can trust your own word, right?" he asked with a little smile, eyes sparkling while he presented her with some kind of book.

Lifting a brow at him, she slowly reached out and grabbed the book. Studying it, she realized it wasn't a book at all; it was a journal. The old fashioned leather binding and lovely gold trimming, along with the worn but in-tact pages, told her it was certainly several decades old. Flipping the cover to see the inside, she observed the words, " _Property of: Melanie Dampier."_


	8. Chapter Seven: Recollection

***I'm back, guys! Sorry it took so long to update. I've had things going on that caused serious writer's block. For those who have actually anticipated this, thank you for taking any interest in my writing it's really an awesome feeling. I made a promise and I'm keeping it. At long last, Buckanie has officially arrived! ;) Well, sort of. Enjoy!***

Surreal. That was the only word her reeling mind could conjure to describe how it felt to hold a tangible part of her past life. The revelation that she had always been property of HYDRA tainted what could have been a moment of excitement. Bittersweet was an understatement; the disheartening feeling was more akin to dread. Her previous belief that Steve was her only connection to the past was false. The journal clutched in her unsteady hands contained all her darkest, innermost thoughts and recollections of her most depraved deeds. All she had to do was flip through the remarkably preserved pages and it would all come rushing back, just like what happened in the elevator with Rumlow.

Apprehensive, she wondered what would happen once she recovered the memories HYDRA robbed from her. What would become of her mind? How much would it change her?

Tearing her eyes from the journal, Melanie met the green eyes of her mysterious friend. "Where did you get this?" she inquired, unable to mask her suspicion.

Warren regarded her indecisively and his thoughts were impossible to decipher. Just as he had hesitated when he officially introduced himself upon rescuing her back at the Triskelion, he internally debated with himself over whether or not to explain. "That's not important right now," he decided, his expression resigned. Grabbing hold of the door, he turned his head away to break eye contact and said, "Watch your leg."

Annoyed with his constant dodging of her questions, Melanie was tempted to pull a childish stunt and refuse to move her injured leg. But, considering the fact they had already lingered far too long in the parking lot where they could easily be spotted by patrolling S.T.R.I.K.E. agents, she did the mature and logical thing and scooted herself back on the seat so her leg wasn't in the way. Warren promptly closed the door and rounded the back of the car, buying himself some time to avoid her perpetually-growing list of questions. Melanie nestled herself in the corner of the backseat, keeping her leg propped up.

Hopping into the front seat, Warren turned the key in the ignition, starting the engine while his eyes carefully scanned the parking lot for any agents that could be prowling around. Melanie did the same; fortunately, no one seemed to be close by. They were safe, at the moment.

"We should catch up to Steve and Natasha," Melanie insisted, propping her injured leg over a pillow that just so happened to have been lying in the floor. Evidently, Warren had slept in his car at least once; there was also a blanket.

"Not happening," he told her curtly, shooting her a stern glare as he looked over his shoulder to back out of the space. "We're going somewhere they can't track us."

"'They' meaning HYDRA?" she asked for clarification. He merely nodded and trained his attention on driving out of the lot, shoulders tense and eyes relentlessly moving left to right. The man wasn't as confident and sure of himself as she previously thought, but that was probably because everything had gone to hell. Melanie knew she should let him focus, but she couldn't put up with his mysterious-and-heroic stranger routine anymore. She wasn't letting him take her anywhere without knowing the details. "Where do you have in mind?"

Steering out of the lot and into the street, Warren waited to answer. When they rolled up to a red light, he finally offered a backward glance. "A friend generously offered to let us crash at his place," he replied sarcastically; the resentment was clear in his tone. "By that, I mean the bastard bled me dry. All the money I saved; gone. If I gave him any less, he would have invited Pierce over for a drink."

"Oh, that sounds promising," Melanie remarked with an equal level of sarcasm.

Warren scoffed, glowering out the windshield as he stepped on the gas the second the light turned green. The streets were busy but otherwise nothing exciting or dangerous was happening. No police were speeding to the scene in response to the gunfire; likely thanks to S.H.I.E.L.D. No suspicious vehicles or aircraft were pursuing them, either. Melanie knew better than to be comforted by that.

"So that's it, huh?" she pressed, folding her arms while trying her damnedest to ignore the painful throbbing of her leg. "We're just running away?"

"That's exactly what we're doing," he responded shamelessly.

"What about Project Insight? Steve and Natasha need our help. I-we- can't abandon them like this," she protested, aware that was very out of character for her. She had always opted to run when the risks were overwhelmingly high. Recent events had definitely changed her perspective.

"I told you, my cover is blown," Warren reminded her tersely. "Going back would be suicide. If those two want to end up like Fury, there's nothing I can do to stop them. Now all I can do is prevent HYDRA from capturing you again."

"But why?" she cried furiously, losing patience. "Why am I so fucking important?"

Warren avoided her burning gaze and stared rigidly ahead. He was tight lipped, adamant about keeping his secrets and determined to transport her wherever in the world he was going.

 _To hell with playing nice!_ Snatching her gym bag from the floor, Melanie yanked the zipper open and her eyes fell on the knife still hidden away within. Warren had glanced up at her reflection in the rearview and narrowed his eyes, aware she was up to something. There was nothing he could do about it, though; he was in a very vulnerable position.

His hands tightened on the wheel when he felt the cold blade on his neck. Melanie rested the knife at an angle at the base of his neck, right over the artery; if she applied enough pressure, she could fatally wound him. "Take me to Steve and Natasha," she ordered, sick of being dragged around without explanation.

While he was certainly uncomfortable, he held himself together, showing no fear. Perhaps he didn't take her seriously. "You really want more blood on your hands?" he tested. Meanwhile, he brought the car to a smooth halt at another red light. "I'm just trying to help you."

"Then help us stop Project Insight from being launched."

Disgruntled, Warren let out a huff. Trying not to move with the knife pressed over his artery, he glanced at her from the corner of his eyes. "Don't you get it? It's over, Melanie..." he told her with aggravation that stemmed from regret. Doing his best to steer the car without getting them into an accident, he sighed. "My plan was to infect their systems with a virus to buy some time for Fury. He was onto them and I...I hoped he could handle it. You see how well that worked out for everyone...It's impossible, now; I have no access to their systems. I'm sorry."

Disgusted with him, Melanie pulled the knife away and leaned back in the seat behind him. Of course she never intended to actually follow through with her threat to cut him. Without his help back at the Triskelion, she would likely be tracking down Rogers for an entirely different reason after HYDRA brainwashed her for the umpteenth time. In all truth, she was indebted to Warren, but she wouldn't mindlessly follow his lead until she understood his motives. If he had infiltrated S.H.I.E.L.D. to spy on HYDRA, then he uncovered the conspiracy before Fury had. Warren was either a vigilante with personal reasons to go after HYDRA, or he was working for an unknown third party with questionable interests.

"Maybe I was wrong about you..." she muttered, loud enough for him to hear. When he glanced at her in the rearview mirror, eyebrows furrowed, she shook her head in disappointment. "Maybe you _are_ a coward."

Warren averted his eyes and she couldn't quite see his face enough to make out his expression. He shifted his grip on the steering wheel and absently rubbed his neck, where the knife had been positioned a moment ago. Melanie felt a stab of guilt for being so harsh, but he pissed her off with his secrets and how quickly he had given up. Even though she had only just met him earlier that same day, she considered him a friend; all she wanted was for him to trust her, like she decided to trust him.

"You know where Rogers and Romanoff are headed?"

Perking up at the question, Melanie leaned forward to rest her cheek against the passenger seat across from him so she could better see Warren's face. He wasn't scowling or sulking, instead he looked resigned. Something she said had affected him deeply. "You changed your mind?" she prodded, unsure how to feel about it. For some reason, his sudden lapse in determination troubled her.

"You're right. There's no running this time. Project Insight has to be stopped at all costs; otherwise, it won't matter how far we run," Warren explained his reasoning grimly. "So tell me where I'm supposed to be driving."

Brows furrowing, she pictured in her mind the location she had glimpsed on the screen of the laptop earlier. "Some place in New Jersey...Steve said he knew it," she informed and her heart sank when she realized how unspecific and utterly hopeless it was. Sighing, she admitted, "I don't know the address."

"New Jersey, huh?" Warren repeated, his tone indicating he had an inkling about the destination. "So they're on the right track, then."

He obviously knew more than she did, due to the fact he had been spying on both S.H.I.E.L.D. and HYDRA for quite some time. Melanie frowned in confusion and waited for him to elaborate. When he didn't, she inwardly cursed him for being so difficult to pry information from. "What's in New Jersey?"

"The brains of the whole operation," he said. "Another old friend, Arnim Zola. I know the place. It'll be a long drive; plenty of time to refresh your memory some," he hinted, throwing in a smile and pointed glance at the journal she dropped on the seat beside her.

Tentatively, Melanie picked up the journal to place it in her lap, absently running her fingertips over the cover. "What should I expect?" she asked warily, wondering just how long it had been in his possession. How much did he know about her? More importantly, how had he gotten his hands on it? All the mystery surrounding the man made her uneasy despite how helpful he had been.

"Not sure," he replied with a shrug. "I haven't read it. I'm a hacker and a spy, but it...well, it never felt right to cross that line."

Hearing that felt strangely reassuring, as well as perplexing. Warren was difficult to figure out; he wasn't all that he appeared to be.

"Melanie?" he called gingerly, catching her attention before she could begin to read. He eyed her with an odd, thoughtful look on his face. "Whatever you read there...about who you were- just don't forget who you are, now."

Nodding mutely, she understood what he meant. His concern vindicated her own fears about losing touch with herself. Steve's words reached out to her as well, when he said he believed in second chances. Mentally prepared to face her past misdeeds, she opened the journal to the first entry. It was written in German, in clean and precise penmanship. Although she hadn't spoken or read German in years, she had conveniently retained it.

 _July 10th, 1943_

 _Arnim insisted that I keep a journal. "To organize your thoughts," he said. "The mind can fall into disarray without proper therapy." The doctor knows better than I do, but I still think he fusses over me incessantly. Physical exams, performance tests, psychological evaluations- how much proof does he need that I'm ready for the field? So far, his so-deemed "super soldier serum" has improved my physical condition. Two weeks have passed since the injections. No side effects; nothing that would make me unfit for combat. I have trained restlessly, honing my skills which have been improved vastly since the first injection. That hurt like a son of a bitch, but it was well worth it...I'm supposed to demonstrate my skills today, in front of the high ranked officials, including Johann Schmidt. Whatever he decides, whatever he orders me to do, I must do it. My service to HYDRA, my success in this war...it is the only hope I have of locating him. Daniel._

Reading that single entry triggered another skull-splitting headache. The journal fell from her hands as Melanie clutched her head, grimacing in pain. Random images and phantom voices assaulted her mind, flashbacks of bloody battles and tense conversations.

"Melanie," she heard someone call her name.

A hand reached toward her and she flinched, slapping it away while cringing back against the seat. The confined space was suddenly filled with foul smelling black smoke, choking her and stinging her eyes.

"Melanie!" the voice called again as hands gripped her shoulders. She raised her arms to defend herself, prepared to sock her assailant in the jaw, but she recognized the concerned face of a very alarmed Warren. He had pulled the car over to the side of the road so he could unbuckle and lean toward the back seat to check on her. "What's wrong?"

"Can't...breathe..." she choked, all but gagging on the noxious smoke clogging her lungs. "Smoke! Let me...out...please!"

Warren frowned deeply. "There's no smoke, Melanie," he told her, struggling to keep hold of her shoulders.

She gave him a mortified look, unable to believe how he was breathing the smoke so calmly. "Open the window," she cried between ragged, rasping breaths. Reaching for the nearest window, she failed to locate the button that would roll the glass down. Her lungs were constricting painfully and her head was spinning from the lack of oxygen. Desperately, she began to pound on the glass with her fists.

"Melanie, stop," Warren told her, trying to restrain her as if he wanted her to suffocate. "Just breathe, there's no smoke in here, you're al-"

He was cut off when her elbow struck his chin hard, as she managed to break his hold. Recoiling in pain, he let go of her arm and she had just enough room to draw her arm back. With a desperate shriek, she slammed her fist against the glass and it shattered around her arm.

Instantaneously, the smoke cleared and Melanie inhaled a breath of fresh air. While she collapsed against the seat, breathing heavily, Warren recovered from the elbow she had driven into his face. He lowered the hand he had pressed to his face, revealing the bruise on his chin and the split on his bottom lip.

"Shit," Warren swore as he observed the state of her arm. Blood was dripping from numerous cuts and trickling in streams, enough to make her woozy. Despite the minor wound she had given him in her moment of panic, he gently lifted her arm in his hand and wasted no time ripping off the scarf from his neck. Patiently plucking out a few shards of glass, he wrapped the scarf around her arm to stop the bleeding.

Melanie had regained enough self-awareness to know she had a mental breakdown. "I'm sorry," she told him when she had her breath back, eyeing his swollen lip.

"No. I'm sorry," he countered, taking his time to carefully secure the scarf around her arm. "I shouldn't have given that journal to you so soon. If I knew it would cause this..."

"Don't-" she began to tell him not to beat himself up over it, but he held up his hand dismissively and spoke to cut her off.

"We'll go to New Jersey. But my top priority is keeping _you_ safe."

His green eyes leveled at her sternly; it was clear that whatever his motives were, his determination was unwavering. Melanie simply nodded, and he smiled half-heartedly before shifting so he could climb back behind the wheel. "Why don't you get some rest," he suggested while he restarted the engine. "That's enough reading for one day."

Melanie fought the urge to cringe, feeling embarrassed by how easily she had become unhinged after just one journal entry. How would she react to the gory details? Disappointed in herself, she curled up on the backseat and winced as both her arm and leg throbbed in constant pain. She caught herself wishing she had allowed Warren to take her away; things were going terribly for her, surely none of this could end well. Regardless of those unpleasant possibilities, she couldn't find the heart to abandon the fight. What she really needed was rest.

Closing her eyes, she attempted to clear her mind so she could fall asleep. In spite of her efforts to suspend all deep thought, one name ceaselessly reverberated through her troubled mind. Warren had mentioned it earlier when escorting her to the elevator during their escape. " _Do you want to end up like Barnes?" he had asked ominously, insinuating someone by that name suffered a tragic fate._ That name puzzled her by how familiar it sounded and the inexplicable sadness clinging to it. _Barnes._ Battered and bruised, her fatigue finally won out and she inevitably drifted asleep, haunted by once-repressed memories that had overcome the blockades placed in her subconscious.

\- Flashback to unspecified date, October, 1943 -

Enduring the assault of scalding water, Melanie Dampier stood beneath the showerhead with her eyes closed, preparing herself for the mission she had been hand-picked for. The hot shower relaxed her muscles but couldn't do a thing to calm her nerves. Idly, she made a mental note to personally thank Johan Schmidt for allowing her access to his quarters. Although, she suspected Arnim had been the one to convince him; the doctor had repeatedly expressed his concern about the prospect of her sharing the showers with the men. Melanie could handle herself and had no qualms with breaking the arm of any pervert who got grabby, but she greatly appreciated the solace of a private shower.

Unable to waste any more time in the shower, she turned off the water and quickly went about drying herself. Wrapped in the towel, she ventured out of the steamy bathroom to the lavish sleeping quarters none of the soldiers would ever have the honor to enjoy. At the foot of the bed, she observed the uniform she had laid out earlier. It was similar to what the other soldiers wore, with noticeable differences.

Her uniform consisted of an armored under garment, a jacket, and a pair of trousers; all of which were pitch black, aside from blood red lines. The jacket resembled the HYDRA soldier's, buttoning down the front along the crimson trimming. Her collar was simple, buttoning up to her neck. The sleeves were straight from the elbow to the wrists. The red lining created a different shape to her waist than the male uniforms, flattering her feminine figure without being immodest. Her belt secured higher on her waist, displaying the silver buckle engraved with the symbol of HYDRA; a skull with six tentacles. The boots provided for her cut off just below her knees, loose enough for her to stuff the legs of her pants into and secured with buckles at the top. There were also black leather gloves, which she could tuck her sleeves into as well. Last, she secured the sword to her hip. It was her most prized possession; a reliable weapon and a reminder of who she would be fighting for.

After prolonging the inevitable for too long, she sighed and proceeded to the door that would lead away from the secluded quarters toward the rest of the facility. Her own private chopper would be waiting.

James Buchanan Barnes; that was the name of her first target. He was an American soldier; a Sergeant stationed with the 107th Infantry Regiment occupying the city of Azzano in the region of Umbria, Italy. From what Melanie heard, he and his fellow brothers in arms fought hard against German forces and succeeded in pushing the line north, toward Austria.

" _Their triumph has made them arrogant. Hubris cannot be tolerated. They need to be reminded that they are not invincible," Schmidt had asserted passionately as he paced behind his desk, his posture deceptively calm with his hands tucked behind his back._

 _Clad in the training fatigues she had been wearing when she was instructed to report to Schmidt, Melanie stood at attention and watched the fuming man warily. She held her tongue, knowing it was wise to wait for permission to speak and if she was allowed, she had to choose her words with the same care as one would defuse an explosive device._

" _That is why I have decided it is your time to step onto the field," he continued, spinning smoothly on his heel to face her. "Zola has boasted plenty of your potential. You have left quite an impression on the doctor. Now, I want you to make an impression on the good men of the 107th Infantry Regiment."_

" _What task will I be undertaking, sir?" she finally dared to ask, sensing it was acceptable to break her silence._

 _Striding forward to stand a foot away, hands still tucked behind his back, Schmidt leveled a calculating stare at her. When she had first met him, she had been accompanied by Arnim and never had to subject herself to his invasive scrutiny without reassuring company. Being alone with his undivided attention on her, she was more than unnerved. The eyes boring into hers were not the eyes of a visionary but those of a power-hungry madman. Whatever orders he would burden her conscience with, she anticipated the worst._

" _There is a Sergeant James Buchanan Barnes stationed with the 107th. I want you to bring him to me, alive."_

 _Alive. That word had caught her by surprise; she had been convinced her first orders would be to massacre as many men as she could in order to prove her loyalty to the cause. If she hadn't known better, she would have been relieved. Revealing no lapse in resolve, Melanie nodded and saluted her commanding officer. "Sir," she responded simply, confirming that she understood her specific order._

" _Do not disappoint, miss Dampier," Schmidt warned in an eerily calm voice, fixing her with a piercing stare that could intimidate the bravest of men. "You are of no use to me if you cannot capture a single man. HYDRA has no tolerance for weakness."_

 _A wise subordinate would have lowered their eyes in submission, but Melanie was not one of those brainwashed drones enthralled by the Nazi theology. Her devotion was to her own cause. Schmidt knew that much; that made her allegiance to him unpredictable. There was only one reason she had chosen to join HYDRA._

" _I will deliver the Sergeant, alive," Melanie replied, keeping her chin held high and refusing to show weakness by breaking eye contact. She held his penetrating stare with unflinching boldness. "I will do whatever you command, as long as you hold up your end of the deal."_

 _The air had thickened with the tension and for a second, she worried she had angered him. He was infamous for his explosive temper; he would appear calm until he lashed out violently at whoever provoked his ire, or anyone within his reach. If she had aggravated him with her assertive attitude, Schmidt didn't show it. He simply cracked a smirk and his eyebrows raised slightly as if impressed she had the nerve to demand anything of him._

" _Of course, of course," he assured her diplomatically, shrugging his shoulders a bit. "Succeed and your efforts will be rewarded handsomely. You are dismissed."_

" _Hold on," Melanie spoke out of line when he began to turn his back on her. He paused mid-turn, lifting a critical brow at her brazen persistence. "I was told you had news of him. Tell me what you found."_

 _Johann Schmidt tilted his head and put on a face that was supposed to look innocent, but such an expression was false on a man like him. "My apologies, miss Dampier, but you were misinformed. There has been no sign of your Daniel Kingsman."_

" _That can't be true," she dared to persist, unable to believe the man had simply vanished into thin air like an apparition. "If there is something, even a false lead, I want to know."_

 _Melanie could sense his patience was wearing dangerously thin. When he turned to descend the steps once again, strolling at a menacingly languid pace, she resisted the urge to back away. Schmidt approached until he stood directly in front of her, much closer than before; she could almost feel his breath on her face as she clung to her resolve._

" _We have a contract, Melanie Dampier; the terms bind you to follow my command, correct?"_

 _Melanie recalled the contract she had signed in the presence of Arnim, when she had officially agreed to join HYDRA. Among the terms and conditions, it had indeed stated she was obligated to follow the commands directly given to her by Schmidt. "Yes, sir," she said evenly, biting back her snark to avoid triggering violent retaliation._

" _Then you are dismissed," he repeated in a tone so frigid it sent a chill down her spine._

 _In that moment, lowering her eyes was the wisest thing she could do. "Yes, sir," she replied quietly, before turning on her heel toward the door. Escaping the room with her life, she decided not to challenge him again until she had the right leg up._

Startled out of her grim thoughts by an unexpected hand that grasped her shoulder, Melanie snatched hold of the offending hand and turned a hard glare on the man who had accompanied her on the flight. A co-pilot and devoted soldier, it was his responsibility to ensure she was escorted safely. He respectfully withdrew his hand, before gesturing toward the open hatch.

"We've reached the drop off site," he informed her, shouting over the roar of the blades. "You're going to have to walk the rest of the way. If we get any closer they'll shoot us out of the damn sky. Good luck, Dampier."

Spying the fort nestled among the mountains in the distance, with at least two miles of forest in between, Melanie groaned inwardly while nodding to the man. Mentally preparing herself, she moved toward the open hatch and peered down at the ground; they hovered about fifteen feet above a small clearing. She wondered how much was simply a precaution and how much was staged to put her abilities to the test; either way, she wasn't backing down. Determined to complete her mission, she leapt from the aircraft and stuck the landing with the grace of a feline. Her body was certainly more durable and resilient than it had been before the injections.

Waving off the chopper, she pressed on toward the fort ahead. Hiking through the forest proved less of a challenge to her than most; she had enhanced stamina and endurance, along with stronger leg muscles that easily propelled her at a speed that could put professional track runners to shame. In no time, she had closed the distance between herself and the fort where her target took refuge along with the rest of the 107th division.

"Nothing personal, Barnes," she thought aloud, addressing him as if he could somehow hear her, mostly for her own benefit.

She had just taken the first step toward infiltrating the fortress, when she heard the rumble of engines as several planes shot overhead straight toward the fort. Her mouth fell open in awestruck horror as the planes each dropped what could only be bombs. One pilot had underestimate the distance and dropped his bomb short of the walls, causing it to land mere feet from where Melanie stood. It had to be one of Arnim's design, a weapon of deadly sophistication; from what she could decipher, it was similar to a grenade.

None of this was supposed to be happening- her mission was a covert operation that required stealth to infiltrate the building and the element of surprise over her target. Who had authorized an aerial assault? Too dumbfounded to react appropriately to her dire situation, she was frozen on her feet and vulnerable to the impending detonation.

"Get down!" a male voice shouted urgently, a split second before a sprinting body collided with hers. Sturdy arms wrapped around her and held tight as both she and the stranger tumbled downhill at the same moment the bomb exploded. Soil, leaves, and pieces of bark rained down as they rolled to the bottom of the hill, Melanie all but crushed underneath the man's body. Choking on the overpowering, foul smell that could only be smoke from the bomb, she mentally shook herself out of her stupor and managed to think clearly.

She had almost died, standing there like a brainless fool. Whoever this man was, she was fortunate he had been around to tackle her or she wouldn't have survived to kick herself for it. The man turned his face as he too choked on the fumes, before turning his head to look down at her, still leaning over her as if to protect her from any other falling explosives. Meeting his ocean blue eyes, she recognized him instantly.

"James Barnes..."


	9. Chapter Eight: Getting Acquainted

***Back again. I didn't mean for there to be a hiatus but I've been busy. Sorry for the long wait. This chapter is a tad shorter than usual but I wanted to put something up. I'm not giving up on this story so don't worry : ) There is more Buckanie romance to come. Also, Civil War just came out. Haven't seen it yet, but I can't wait to see more of the Winter Soldier and Cap.***

-Continuation of flashback, unspecified date, October 1943-

German planes circled menacingly overhead, like starved vultures waiting to descend upon dying prey. The pilots were likely waiting for the order to commence another bombing. Acrid smoke rose to form ghastly black clouds that choked out the last precious rays of daylight. As a hellish blaze consumed the fortress of Azzano, Schmidt's sinister words resurfaced from her memory. _Hubris cannot be tolerated. They must be reminded that they are not invincible._ Under siege by German forces, the men of the famed 107th Infantry Regiment were certainly aware of their mortality. If their formidable reputation was to be believed, they would put up one hell of a fight the moment German boots marched on the fortress.

Sergeant James Buchanan Barnes hadn't budged since he landed on Melanie at the bottom of the hill. Crumbled leaves were stuck in his thick brown hair, and his once pristine uniform was filthy and wrinkled. A small scratch marked his cheek; a superficial injury he must have received during their tumble. Disheveled as he might have been, none of that took away from how incredibly handsome he was. Movie star good looks aside, his actions impressed—and baffled—her the most. The man had no clue who she was, yet he had risked his own life and limb to save her from being blown to smithereens.

"Pardon me," he spoke politely, although he was a bit winded. "I don't think we're acquainted. Sergeant James—"

"James Barnes," she interrupted out of impulse, while mentally kicking herself for it. The name had slipped out a second time. She paid close attention to his reaction, unsure how to go about explaining why she knew his identity. Keeping her mouth shut was never a skill of hers, even when it was in her best interest. "I know."

His dark brows knitted together as he scrutinized her, wracking his brain to recall whether or not they had encountered one another before. "Well, I know we haven't met," he concluded.

He opened his mouth to say more, but had to glance sharply upward at the sound of roaring engines. A German plane zoomed directly overhead, perilously close to the tree branches. It left a trail of noxious smoke in its wake before crashing only a dozen yards away; it appeared that the survivors of the bombing were retaliating against their attackers. Mouths agape, the two on the ground stared in the direction of the crash, knowing they had both dodged death a second time.

That revelation only fazed Barnes for a moment because he recovered quite well. Managing to crack a smirk as he commented offhandedly, "I never forget a pretty face."

The dazzling smile he flashed her was unexpected, to say the least. Momentarily rendered speechless, she was appalled that he had the nerve to flirt with her on a battlefield where his comrades were already suffering casualties. He either fancied himself a ladies man, or he had a peculiar sense of humor. In any case, she decided his close proximity was no longer tolerable.

"Something to remember me by," she taunted spitefully. A sharp jab to his ribs effectively prompted Barnes to recoil, pushing himself up into a kneeling position that was still too close for her liking. Planting her boot on his broad chest, she delivered a forceful kick that sprawled him out flat on his back. He grunted as the breath was pounded from his lungs and as he laid there choking, Melanie smoothly rose to her feet and proceeded to circle him.

 _Do not disappoint, Miss Dampier,_ that chilling voice repeated in her mind. She shivered as if Schmidt were there invading her personal space and whispering aggressively in her ear. _Hydra has no tolerance for weakness._ That not-so-veiled threat had conveyed what her life meant to her so-called comrades; failure would be a death sentence.

Clutching his sore chest and gingerly prodding his ribs to test if anything was broken, Barnes eventually pulled himself together and stood. He eyed her with freshly-instilled distrust, but he seemed more guarded than hostile. There was no contempt in his voice when he spoke. "Looks like you're not on my team," he said, unable to misidentify her uniform as his eyes lingered on the HYDRA symbol imprinted on her belt buckle.

The implications of that simple observation rubbed her the wrong way, making her feel oddly defensive. She resented being compared to those brainwashed drones serving the corrupt Nazi Regime, and loathed the fact she was contracted with HYDRA. None of that could be helped; she had signed the contract of her own volition, and the terms were binding. Rather than dwelling on the guilt already festering inside her, she cracked a smirk at the noticeably unnerved sergeant.

"Be a doll and kick your weapons over to me," she requested coolly, while she pulled the sword from her hip. Languidly twirling her wrist to artfully display the deadly blade, she tossed in a threat for dramatic effect, "This doesn't need to get bloody."

"I don't suppose you're taking me on a date, then?" he retorted wistfully, sticking to his smooth-talking persona. He had already figured out her intentions and hid the anxiety remarkably well. He was separated from his brothers in arms, alone on the field. He could be gunned down by the first Nazi soldiers to slither from the smoke permeating the air around the trees. She had to hand it to the man; he was pretty damn brave.

"Afraid not," she replied, almost sounding disappointed herself. It truly was a shame they both had to be at odds; she wondered how different things could be under more pleasant circumstances. Could they have exchanged friendly words, perhaps gone out for a leisurely stroll enjoying one another's company? Shoving those silly imaginings aside, she berated herself for losing focus and narrowed her eyes at her momentarily-non combative target. "Weapons. Hand them over," she ordered more harshly than she intended. Pleasantries no longer mattered while standing amidst a chaotic war-zone.

Barnes met her fierce stare with caution, refusing to move for a moment as if afraid to provoke her. Then his hand reached a bit too quickly for the gun strapped to his hip. Whether or not he planned to shoot her, she wouldn't allow him to gain the upper hand. Melanie reacted out of impulse, lunging forward to slash her sword with expert precision. Hissing through his teeth at the sensation of a blade slicing his flesh, he reared back several paces until he put enough distance between them.

Blood dripped from his hand onto his boots as he lifted it up to inspect the damage. Then his eyes searched the ground somewhat desperately until they rested on the gun at her feet. His shoulders slumped a bit as he heaved a dejected sigh. When he made eye contact with her, she couldn't help but smirk while she tauntingly kicked the gun hard; airborne, it flew several feet away before skidding across the ground out of sight, concealing itself beneath a blanket of decaying leaves.

Without his gun, Barnes resorted to his army knife. While the sharp, slightly curved blade was deadly, it couldn't compare to the dexterity and fluidity of her sword. He seemed to realize that, because he looked rather hilariously unimpressed with his own weapon. As if realizing he had no chance, he tossed his knife aside.

"You're pretty quick with that sword," he commented in a tone of admiration, "Suppose you could have chopped my hand clean off, if you really wanted to."

 _What the hell is he playing at?_ Melanie wasn't opt to believe he would accept defeat so easily. That comment of his only doubled her suspicion. With a quickness he was hardly able to compete with, she pounced on him. Her palm struck his chest, causing him to stagger backwards into a tree. He managed not to crack the back of his skull against the trunk, but was too busy recovering his balance to counter her attack. Her blade struck the bark dangerously close to his neck and she held it there, with no need to strike him again. She had his undivided attention as he simply stared at her in stunned silence.

"Who is to say I won't?" she asked coldly, glaring at him. "You have no idea what I'm capable of."

Her words seemed to affect him in some way because he looked pensive, regarding her with a strange look she couldn't quite read. "You're right. I don't know you. At least tell me your name, before you slice off my ears," he cracked a smile as he said that last; he truly did have a peculiar sense of humor.

None of their conversation should have happened; she should have jabbed him with sedative the moment they landed at the foot of the hill. She found herself interested in what else he had to say and that could be a fatal mistake. He could very likely be stalling her with his charms, and against better judgement, she decided to humor him. Unable to fight the smile fighting its way through her resolve, she began, "Mel—"

Her introduction was rudely interrupted by the unmistakable sound of a gunshot. The super soldier serum had perfected her body's capabilities, but unfortunately, it hadn't made her impervious to bullets. The explosive pain of a bullet lodging itself in her shoulder-blade was evidence of that fact. The impact caused her to involuntarily jolt forward against Barnes; she clung onto him out of instinct to keep herself from falling. It wouldn't have shocked her if he shoved her off, but he immediately caught her in his arms and lowered her to the ground. While cradling her head in the crook of his elbow, he drew a spare gun he had hidden somewhere beneath his jacket. He aimed toward the direction the sniper fired from. How he glowered down the sights, frowning deeply, one would think he cared if she lived or died.

"Sergeant, don't shoot!" a male voice called, before a rather lanky man emerged from behind the tree where he had taken cover. At first he was only a dark figure sauntering forth from the gloom, but once he was close enough she could distinguish his features. The American soldier had to be close to her age, no older than twenty, with short cropped blonde hair and a strange accent that perplexed her. "What are you doin' out here?" he asked, clearly speaking to Barnes. He clutched his rifle at the ready while he kept his head on a swivel for any enemies that might present themselves. "The Nazis destroyed half the fort! We're pullin' out before they drop any more of those goddamn bombs."

Barnes had lowered his gun the moment he recognized his comrade, but he looked anything but pleased by the circumstances. "You go ahead, Franklin," he told him. "We'll be right behind you."

"Are you pullin' my leg?" the man questioned, looking at him as if he was hard pressed to check his superior officer into a sanatorium. He eyed Melanie with distaste. In response, she sent a furious glare his way, internally debating whether she should cut off the offending hand that pulled the trigger. That would be fitting retaliation as far as getting even.

"I'm not leaving her like this," Barnes declared adamantly. His chivalry grated her nerves; she hated being indebted to people. That was exactly the kind of sentiment that caused her to become tangled up in her contract to begin with.

"Just... save yourself...dumb bastard," she hissed at him with as much venom as she could in her wounded condition. Sweat had soaked her messed hair to her forehead as her temperature rose, fever attempting to fight off the invading foreign object still lodged somewhere in her flesh. It had missed her lungs and heart, but her shoulder-blade was on fire and there wasn't enough adrenaline in her body to numb that pain. Without permission, tears were streaming from her eyes and she could hardly take a proper breath without whimpering. In other words, she was pitiful and incapable of defending herself. If she was left alone, she would surely be killed—if she didn't just bleed to death before anyone could put her out of her misery.

"Sorry ma'am, but like I said, I won't leave you," Barnes replied, before asking rhetorically, "What kind of man would I be?"

Melanie bit her lip to contain her distressed cry as he hoisted her up bridal style. "A smart one," she retorted, perhaps too quietly for him to hear as his attention was torn away by the sound of soldiers approaching. At least a dozen, heavily armed shadows were combing the forest nearby for fleeing survivors. They were shouting menacing things in German that Melanie had no desire to translate for the two Americans.

"Come on, this way!" Franklin said urgently, gesturing with his gun in a direction that led west from the burning fortress. Melanie reluctantly clung to Barnes as he jogged after his comrade, glancing worriedly over his shoulder as the shouting only grew louder.

"Where...a-are you …taking me?" Melanie had managed to ask between her ragged breaths and clenched jaw as she fought to hold in her complaints. Barnes, despite his clear efforts to be careful, jostled her more than once which only inflamed her wound.

"There's an outlying building nearby. We can take cover there," Barnes answered. "Don't worry—we'll make it."

"If we don't all get shot in the back first," she quipped smartly, glaring at the back of Franklin's head, speaking loudly enough for him to hear. He ignored her, focused on his responsibility of properly navigating the path to their supposedly safe shelter. For all she knew, they could be taking her prisoner and she would have no hope of escaping in her current condition.

Her dark imaginings, born of the horror stories she had heard of women taken prisoner, were enough to make her sick. She hadn't survived twenty years by putting her life in the hands of strangers, certainly not enemy soldiers. Her fist caught Barnes in the throat, enough to stun and temporarily incapacitate him. He dropped her out of reflex and she immediately regretted it as her wounded shoulder collided with solid ground. While Barnes choked, gasping for air after the blow to his throat, her agonized scream alerted all within earshot.

"What in Christ's name?" she heard Franklin exclaim from a few steps away. He spun around to observe the aftermath of her attack on Barnes. She swore in German, knowing he had the advantage since he was the one with a rifle and two fully functioning arms. When she rolled over onto her uninjured side, clenching her teeth so hard she hoped they wouldn't crack, she saw him pointing his rifle at her. His finger curled around the trigger.

"Don't," Barnes cried in a raspy voice, staggering over to intervene by grabbing the rifle. It fired past Melanie, hitting a German soldier who had just spotted them. The two watched the soldier collapse onto his knees before toppling face-first to the ground, awestruck by how well the misfire worked out. Then Franklin turned a rebellious glare on his commanding officer.

"With all due respect, sir, you have lost your mind," Franklin said. "I don't know about you, but I enlisted for two reasons. One, to make my daddy proud. And two; to kill Nazis."

"Not her," Barnes warned his insubordinate.

At that point, blood loss was making her delirious. Meanwhile, she had lost interest in the two men arguing over whether or not she should die, her eyes drifted to the forest behind them. Through the haze of smoke, she glimpsed Nazi soldiers marching with bulky weapons in their hands. Fire spewed forth, engulfing the men who weren't swift-footed enough to escape. Melanie wanted to cover her ears when she heard the tormented screaming.

The two bickering soldiers fell silent and beheld the horrific scene taking place not too far away. Barnes' face drained of color as his eyes widened, while Franklin grimaced in disgust.

"Run off into the sunset with your Nazi dame," Franklin told the Sergeant, stepping back to raise his rifle. "I'm going to take out as many of those bastards as I can."

Barnes failed to catch hold of his arm as he ran foolishly into battle. "Franklin! Fall back!" he shouted after the headstrong soldier. He put a foot forward to chase after him, but hesitated, his eyes falling to Melanie who was still bleeding on the ground. There was a conflicted look on his face. He could loyally follow his comrade to a certain but heroic death, or he could abandon him and rescue Melanie instead. _Go with plan C; to hell with everyone, save yourself_ , she wanted to tell him, but she was losing her grip on consciousness.

His dilemma was solved when Franklin reached the German soldiers. He managed to shoot one of them and snap the neck of another, before he was knocked to the ground. The Nazi retreated a few steps before lifting his flamethrower. Franklin had enough time to scramble to his feet, but that was it. Sergeant Barnes could only stare in helpless horror as his comrade collapsed to the ground, engulfed in flames. He tightly shut his eyes and tore his attention away from the carnage. Unable to do anything for his fallen brother in arms, he knelt down beside Melanie.

"We need to take cover, before they spot us," he said, pale-faced and misty-eyed after what he had witnessed. The last thing Melanie was aware of was being lifted off the ground. Pain no longer registered. She welcomed the numbing void of unconsciousness like an old friend.


	10. Updating Soon!

**Alright so I put this story on hold because I've been dying to see Civil War (and I also have work that disrupts my creative process). Just saw the movie and it was probably the BEST Marvel movie of all time. Everyone brought something to the table. Spiderman and Ant Man killed me with their humor lol**

 *****Spolier alert*****

 **While I can understand Tony's pain, how could he expect Steve to betray Bucky? He was wrong. I'm Team Cap all the way, but I don't think it was meant to be black and white. Everyone involved had their reasons. Tony wanted to be on the right side of the *law* but Steve was completely justified to defend Bucky. Not just because they were best friends, but the poor guy was brainwashed. In the end, Tony had to humble himself. Like Steve did when he dropped the shield. To me that was a sign of the respect Steve still had for him. And when Tony thought Steve was going to kill him and was shocked he destroyed the power source of his suit instead-which was what Bucky was trying to do- he saw that he had been blinded by rage. I sense more character development for Tony and I'm SO PUMPED for the next Avengers movie.**

 **With all that said, I'm eager to dive back into this story and elaborate on Melanie and Bucky's romance. I'm working on the next chapter and will be updating very soon.**


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